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  • John C. Coffee, Jr.: Event Contracts and Prediction Markets Comment bubble 3 By John C. Coffee, Jr.
  • Leveraging Information Forcing in Good Faith By Hillary Sale
  • The Dark Side of Safe Harbors Comment bubble 2 By Susan C. Morse
  • John C. Coffee, Jr. – Mass Torts and Corporate Strategies: What Will the Courts Allow? By John C. Coffee, Jr.
  • Compliance’s Next Challenge: Polarization By Miriam H. Baer
  • Will the Common Good Guys Come to the Shootout in SEC v. Jarkesy? And Why It Matters By Eric W. Orts
  • Climate Disclosure Line-Drawing and Securities Regulation By Virginia Harper Ho
  • Board Committee Charters and ESG Accountability By Lisa M. Fairfax
Editor-At-Large Reynolds Holding

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Columbia Law School's Blog on Corporations and the Capital Markets

Editorial Board John C. Coffee, Jr. Edward F. Greene Kathryn Judge

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Corporate Governance

How Competitive Pressure Shapes Firms’ ESG Performance

By Vesa Pursiainen, Hanwen Sun and Yue Xiang September 13, 2023 by renholding

In the face of competitive pressure, is there a trade-off between a company’s financial performance and its commitment to environmental, social, and governance (ESG) activities? Is ESG a source of competitive advantage, or do managers simply spend other people’s money …

Substance and Process in Corporate Law

By James An September 12, 2023 by renholding

Corporate law – and judicial application of that law – considers two facets of a transaction: (1) whether a corporation’s management used processes that are fair to stockholders to reach its decision (“process”), and (2) whether the economic results of …

Aligning Business Efforts to Combat Corruption and Respect Human Rights

By David Hess September 11, 2023 by renholding

Over the past 25 years, there has been a significant evolution in businesses’ obligations both to combat corruption and to respect human rights. The late-1990s saw the emergence of a global anti-corruption norm, which resulted in the 2003 United Nations …

Corporate Governance in the Age of Superstar CEOs

By Angela Aneiros September 8, 2023 by renholding

In recent years, certain CEOs have gained remarkable prominence and influence not only within the business world, but also in mainstream media. These “superstar” CEOs are portrayed as exceptional, charismatic, and innovative leaders capable of extraordinary financial results. In other …

Compliance’s Next Challenge: Polarization

By Miriam H. Baer September 7, 2023 by renholding

Last year marked the 20th anniversary of Congress’ enactment of the Sarbanes-Oxley Act, legislation that arose in response to Enron’s demise and the accounting scandals that followed, and which coincided with the successful and much-heralded prosecution of a …

Does Sharing a Board Member Stifle Worker Mobility?

By Taylor A. Begley, Peter H. Haslag and Daniel Weagley September 5, 2023 by renholding

In the late 2000s, eight prominent tech firms – including Google, Apple, Intuit, and LucasFilms – were accused of enforcing anti-poaching agreements that stifled worker mobility. The seven publicly listed firms in the group shared a number of directors, and …

Gibson Dunn Offers Activism Update for 2022

By Barbara Becker, Richard Birns, Daniel Alterbaum, Saee Muzumdar and Andrew Kaplan September 1, 2023 by renholding

This update discusses shareholder activism activity involving NYSE- and Nasdaq- listed companies with equity market capitalizations in excess of $1 billion and below $100 billion (as of the last date of trading in 2022) during 2022.

Announced shareholder activist activity …

Wachtell Lipton Discusses How to Deal with Activist Investors

By Martin Lipton, Steven A. Rosenblum, Karessa L. Cain, Elina Tetelbaum, Carmen X. W. Lu and Anna Dimitrijević August 31, 2023 by renholding

Activism has fully rebounded from the brief pandemic dip, with the past eighteen months seeing increased activity.  As we have previously noted, regardless of industry, size or performance, no company is too large, too popular, too new or too successful …

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Arnold & Porter Discusses California’s Corporate Emissions Disclosure and Climate-Risk Reporting Legislation

By Yuvaraj Sivalingam August 31, 2023 by renholding

The California legislature returned from summer recess two weeks ago, and two key bills regarding corporate emissions disclosures and climate-related financial risk reporting are being considered and could be sent to the governor’s desk for signature by next month.

Senator …

Do Employees Value ESG Initiatives?

By Ming D. Leung, Ben Lourie, Chuchu Liang and Chenqi Zhu August 30, 2023 by renholding

While environmental, social, and governance (ESG) initiatives undeniably shape corporate reputations and stakeholder perspectives, a crucial question arises: Does the modern workforce truly value these efforts? At one end of the spectrum, critics argue that employees might prioritize job security, …

Navigating the Complexities of ESG

By Christos Cabolis, Maude Lavanchy and Karl Schmedders August 28, 2023 by renholding

In recent years, Environmental, Social, and Governance (ESG) themes have taken center stage in the business world. As of  October 2022, 8,000 firms globally have aligned themselves with the United Nations Framework Convention on Climate Change’s Race to Zero campaign, …

Designing Corporate Law for Startups

By Alvaro Pereira August 24, 2023 by renholding

The world of startups often appears to embody the exceptionalism of modern finance, with funds swiftly flowing to the best teams and ideas wherever they may emerge. The reality, however, is much more complicated. Financing startups remains a daunting challenge …

Do Corporations Care about ESG Ratings?

By Jess Cornaggia and Kimberly Cornaggia August 23, 2023 by renholding

While environmental, social, and governance (ESG) ratings provide useful information to  stakeholders, it’s unclear whether firms care about them. On the one hand, ESG activities may not align with the traditional goal of maximizing shareholder wealth. Further, ESG ratings often …

Shareholders (and ISS) Won Big With Universal Proxy Card in 2023

By Michael R. Levin August 23, 2023 by renholding

Now that proxy season has wrapped up, we thought we’d look back at the experience with universal proxy card (UPC). Overall, shareholders expressed their preferences in BoD elections with precision. Proxy advisors, in particular ISS, saw their recommendations win in

…

Are Actively Managed Mutual Funds Betting on the CEO?

By Utpal Bhattacharya, Yuet Ning Chau and Kasper Meisner Nielsen August 22, 2023 by renholding

Actively managed mutual funds invest with the goal of outperforming a benchmark index or achieving an investment objective. Many academic studies focus on whether mutual funds outperform benchmark returns and debate whether abnormal returns can be attributed to skill or …

Wachtell Lipton Discusses Mounting Pressure on DEI Initiatives

By Martin Lipton, John F. Savarese, Adam J. Shapiro, Kevin S. Schwartz, Erica E. Bonnett, Noah B. Yavitz and Carmen X. W. Lu August 22, 2023 by renholding

In the wake of the Supreme Court’s decision in SFFA v. Harvard (as discussed in our prior memos), diversity, equity and inclusion (DEI) programs have attracted increased scrutiny from longtime critics.  Many high-profile U.S. companies have already fielded letters …

Do Transient Institutional Investors Really Impede Innovation?

By Cheng Jiang, Kose John, Jun Wang and Jingyu Zhang August 21, 2023 by renholding

Institutional investors with long-term horizons, referred to as dedicated institutional investors, have a positive impact on corporate innovation. Studies (e.g., Gormley and Matsa, 2016; Jiang and Yuan, 2018; Kim, et al. 2019; Kedia et al., 2020) have consistently documented that …

Visual Information in the Age of AI

By Sean Cao, Yichen Cheng, Meng Wang, Yusen Xia and Baozhong Yang August 17, 2023 by renholding

Information disclosed by corporations plays a fundamental role in shaping asset prices and the expectations of investors. That information typically comes in financial statement releases, conference calls, annual reports, and the news media. In a recent paper, though, we …

How Market Structures Can Prevent the Misuse of Funds Intended for ESG Projects

By Dongkyu Chang, Keeyoung Rhee and Aaron Yoon August 16, 2023 by renholding

A tremendous amount of capital has already been committed to environmental, social, and governance (ESG). With it has come mounting concern over monitoring and guiding the proper integration of ESG into firms. ESG integration is not straightforward due to the …

Time for Private Equity to Separate the Green from the Greenwashing

By Garen Markarian and Alexander Semionov August 15, 2023 by renholding

It is de rigueur to label everything as sustainable – including in private equity. In a new working paper, we examine the claims of the top 100 private equity firms in the United States as to their committment to ESG. …

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