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  • John C. Coffee, Jr. – Boeing and the Future of Deferred Prosecution Agreements 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

Wachtell Lipton on Dealing with Activist Hedge Funds and Other Activist Investors

By Martin Lipton, Steven A. Rosenblum, Karessa L. Cain, Sabastian V. Niles and Anna Dimitrijević October 13, 2021 by renholding

Despite a short dip at the outset of the pandemic, activism has rebounded and now continues at an ever-growing intensity.  As we have previously noted, regardless of industry, size or performance, no company should consider itself immune from activism.  No …

Do Investors Pay Less Attention to Women Fund Managers?

By P. Raghavendra Rau and Jinhua Wang October 12, 2021 by renholding

It is well-documented that relatively few women manage investment funds. In 2019, for example, women accounted for 37.5 percent of all lawyers, 49 percent of judges, 34.5 percent of economists, 19 percent of surgeons, and 26 percent of chief executives, …

The Price of Your Vote: Proxy Choice and Securities Lending

By Joshua Mitts October 11, 2021 by renholding

On October 7, 2021, BlackRock announced that, beginning in 2022, institutional clients would have the opportunity to direct the voting of shares held by index funds.  Some commentators heralded this change as “a catalyst for others in [the investment management] …

The Lowdown on Related Party Transactions by Directors or Managers in Public Companies

By Alperen Afşin Gözlügöl October 8, 2021 by renholding

Though no longer surprising, corporate scandals can still involve the unexpected. Take the recent Carlos Ghosn and Nissan saga, for example. Aside from its sensational aspects, what is striking about the scandal was Ghosn’s alleged value-diverting related party transactions (“RPTs”) …

The Cost (and Unbenefit) of Conscious Capitalism

By Jitendra Aswani, Alona Bilokha, Mingying Cheng and Benjamin Cole October 6, 2021 by renholding

We examine how shareholders and other stakeholders were affected by a quasi-exogenous shock to corporate governance that began to emerge state-by-state across the United States in the 1980s. The shock came from so-called “constituency statutes,” which allow, but do not …

CSR and Firm Survival: Evidence from the Pandemic and the Climate Crisis

By Thomas Chemmanur, Dimitrios Gounopoulos, Panagiotis Koutroumpis and Yu Zhang October 1, 2021 by renholding

The global challenges of climate change and COVID-19 have created a grim economic outlook, with companies fighting for their very survival. As a result, companies are boosting their brands, and ability to compete, with Corporate Social Responsibility (CSR) programs. The …

Wachtell Lipton Discusses Delaware Supreme Court’s New Demand Futility Test

By William Savitt, Ryan A. McLeod and Anitha Reddy October 1, 2021 by renholding

In what promises to be a landmark decision, the Delaware Supreme Court last week reframed the rules governing derivative litigation.  United Food & Commercial Workers Union v. Zuckerberg, No. 404, 2020 (Del. Sept. 23, 2021).

A Facebook stockholder …

Kleptocracy Through Weak Governance at State-Owned Corporations

By Vivien Chen September 30, 2021 by renholding

1Malaysia Development Berhad (1MDB), a state-owned company purportedly established for the benefit of the Malaysian people, was a vehicle for former Prime Minister Najib Razak to steal billions of dollars over close to nine years.  Called “kleptocracy at its worst” …

Weil Gotshal Discusses Boeing Decision and Board Oversight of Product Safety Risks

By Stephen A. Radin and Joshua Glasser September 20, 2021 by renholding

The Delaware Court of Chancery’s recent decision denying a motion to dismiss in In re The Boeing Company Derivative Litigation, 2021 WL 4059934 (Del. Ch. Sept. 7, 2021), reminds directors and their counsellors of the importance of board and …

Uninformative Performance Signals and Forced CEO Turnover

By Raphael Flepp September 16, 2021 by renholding

Evaluating the performance of CEOs is one of the most important tasks of corporate boards of directors. When deciding whether to retain or dismiss CEOs, boards should follow the informativeness principle developed by Holmström (1979) and include all valuable performance …

Wachtell Lipton Discusses Boeing’s MAX Woes in the Boardroom

By Edward D. Herlihy and William Savitt September 14, 2021 by renholding

In an important decision this week, the Delaware Court of Chancery permitted a Caremark duty-of-oversight claim to proceed against the directors of the Boeing Company.  Stockholder plaintiffs sued Boeing’s board, seeking to recover costs and economic losses associated with the …

Wachtell Lipton Puts a Spotlight on Boards

By Martin Lipton, Steven A. Rosenblum, Karessa L. Cain and Hannah Clark September 9, 2021 by renholding

The ever-evolving challenges facing corporate boards prompt periodic updates to a snapshot of what is expected from the board of directors of a public company—not just the legal rules, or the principles published by institutional investors and various corporate and …

The Corporate Contract and the Internal Affairs Doctrine

By Mohsen Manesh September 8, 2021 by renholding

No rule of corporate law may be more foundational than the internal affairs doctrine. The doctrine provides that the internal affairs of a corporation – the “matters peculiar to the relationships among or between the corporation and its current officers, …

Arnold & Porter Discusses NY Financial Regulator’s Collection of Diversity, Equity, and Inclusion Data

By Robert Azarow, David Freeman, Michael Mancusi, Monique Holmes and Howard Hyde September 8, 2021 by renholding

On July 29, 2021, the Superintendent of the New York State Department of Financial Services (DFS) issued an Industry Letter (Industry Letter) announcing its new initiative to support diversity, equity and inclusion (DEI) efforts by collecting and publishing data on …

How Can We Tell Whether Compliance Programs Work?

By Melissa Rorie and Benjamin van Rooij September 3, 2021 by renholding

In the United States, major financial scandals in the 1970s, 1980s, and 1990s resulted in federal pressure on corporations to inculcate ethical behavior in their employees. The Foreign Corrupt Practices Act, Federal Sentencing Guidelines, Sarbanes-Oxley Act, the U.S. Organization Sentencing …

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Corporate Vote Suppression: A Counter-Response to Eric Robinson

By Jeffrey N. Gordon September 1, 2021 by renholding

I appreciate the engagement by long-term pill observer Eric Robinson with my Corporate Vote Suppression piece. I am also glad that he agrees that the pill in The Williams Companies Shareholder Litigation ought to be struck down, though he narrowly …

Wachtell Lipton Discusses Myths About Advances in Stakeholder Governance

By Martin Lipton and William Savitt August 25, 2021 by renholding

Two years ago, the Business Roundtable (BRT) issued a “Statement on the Purpose of a Corporation,” signed by the CEOs of 184 major U.S. corporations, that rejected shareholder primacy, declared “a fundamental commitment to all [corporate] stakeholders” and linked corporate …

Don’t Compound the Caremark Mistake by Extending It to ESG Oversight

By Stephen M. Bainbridge August 24, 2021 by renholding

Since the foundational decision in In re Caremark Intern. Inc. Derivative Litig.,[1] Delaware corporate law has required boards of directors to establish reasonable legal compliance programs. Although Caremark has been applied almost exclusively with respect to law and …

Electoral Accountability in the Workplace

By David Foster and Joseph Warren August 20, 2021 by renholding

Corporate codetermination, which allows workers to elect representatives to a board of directors, is in the news again. Proposals for codetermination were, for example, a prominent part of this past presidential campaign, with senators Sanders and Warren disagreeing over what …

Corporate Vote Suppression: The Anti-Activist Pill in The Williams Companies Stockholder Litigation

By Jeffrey N. Gordon August 19, 2021 by renholding

The Delaware Supreme Court has before it a case that could dramatically reshape corporate governance in the United States.  The case, The Williams Companies Stockholder Litigation, addresses the legitimacy of an “anti-activist pill” whose particularly aggressive features would severely …

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