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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

Entrenchment or Efficiency? CEO-to-Employee Pay Ratio and the Cost of Debt

By Katsiaryna Salavei Bardos, Steven Kozlowski and Michael Puleo June 30, 2021 by renholding

Critics have argued that the rule requiring companies to disclose the ratio of CEO compensation to employee pay is too expensive and time consuming, with the U.S. Chamber of Commerce estimating the cost to U.S. companies at more than $700 …

The Impact of Mandatory Gender Pay Gap Disclosure in the UK

By Aneesh Raghunandan and Shivaram Rajgopal June 29, 2021 by renholding

Firms are coming under increasing pressure to close and disclose their gender pay gaps. The pressure stems from several sources, including, (i) socially conscious investors; (ii) interest groups advocating the incorporation of ESG factors into corporate decision-making and stakeholder capitalism …

Wachtell Lipton Discusses Key Corporate Governance Issues for Mid-Year 2021

By Martin Lipton, Steven A. Rosenblum and Karessa L. Cain June 28, 2021 by renholding

Last year, we did a mid-year edition of our annual Thoughts for Boards of Directors to highlight key issues and considerations in managing the challenging business environment and profound upheaval caused by the pandemic.  Many of these issues are still …

ISS Discusses How ESG Investing Stands Up to the Critics

By Duncan Paterson, Anthony Campagna and Meagan Rossi June 21, 2021 by renholding

There is a quote that is commonly misattributed to Mahatma Gandhi: “First they ignore you, then they laugh at you, then they fight you, then you win.”

At the regular get-togethers in the responsible investment industry, war stories are frequently …

ESG and the Pricing of IPOs: Does Sustainability Matter?

By Alessandro Fenili and Carlo Raimondo June 18, 2021 by renholding

In recent years, investors and others in the financial community have devoted increasing attention to the role of sustainability in financial markets and the economy at large. Sustainability is now seen as an alternative form of risk management, a way …

Arnold & Porter Discusses Delaware Case on SPACs and Breaches of Fiduciary Duties

By Alexander Gendzier, Teresa L. Johnson and Nicholas O'Keefe June 15, 2021 by renholding

The complaint filed in Franchi v. Multiplan Corp. et al. in the Chancery Court of Delaware on April 9, 2021 [1], has received a fair amount of attention because it claims breaches of fiduciary duties of a SPAC’s Board of …

Creating Controversy in Proxy Voting Advice

By Andrey Malenko, Nadya Malenko and Chester S. Spatt June 14, 2021 by renholding

Proxy advisory firms have emerged as major players in corporate governance by helping to address the public goods aspects of information production in corporate governance. These firms provide both a) recommendations on how to cast proxy votes and b) research …

Does Firm-Specific Knowledge Matter for New Audit Committee Chairs and Financial Reporting Quality?

By Linda A. Myers, Roy Schmardebeck and Stefan Slavov June 10, 2021 by renholding

Overcoming the learning curve for a new situation or role at work can be difficult, especially when the situation or role requires specialized knowledge. Newly appointed audit committee chairs face a particularly steep learning curve, given that audit committees of …

The Corporate Objective and Contemporary Shareholders: Is It Time for “Strategic” Corporate Governance?

By Maria Goranova and Lori Verstegen Ryan June 8, 2021 by renholding

The long-standing debate about corporate purpose has stirred multiple thought-provoking articles across various disciplines. Should companies embrace shareholder value maximization or deal with the fuzziness of the goals of multiple constituencies? Instead of contributing to either side of the shareholders …

Aggressive Boards and CEO Turnover

By Cyrus Aghamolla and Tadashi Hashimoto June 4, 2021 by renholding

A common dilemma for people who seek advice is that good advice sometimes comes at the cost of revealing negative information about the persons seeking it. In the world of corporate decision making, a CEO who seeks the counsel of …

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How Corporate Governance Codetermination Works in Practice

By Grant Hayden and Matthew Bodie June 3, 2021 by renholding

Codetermination is a system of shared corporate governance between workers and shareholders. While such a system has long been a staple of the European business world, it has been generally ignored by U.S. corporate governance scholars. When it has made …

Cleary Gottlieb Discusses EC’s Corporate Sustainability Reporting Directive

By Maurits Dolmans, Geraldine Bourguignon, Clara Cibrario Assereto and Toon Dictus June 2, 2021 by renholding

On April 21, 2021, the European Commission published an ambitious new package of “sustainable finance” regulation proposals. By far the most awaited element of this release concerned the Commission’s proposal for the review of the Non-Financial Reporting Directive (“NFRD…

Common Ownership and the Decline of the American Worker

By Zohar Goshen and Doron Levit June 1, 2021 by renholding

American workers are more productive than ever, but they take home the same pay they did 40 years ago.  While firms have enjoyed blockbuster profits—and the U.S. gross domestic product has tripled—most American households have not shared in this increasing …

The History and Revival of the Corporate Purpose Clause

By Elizabeth Pollman May 26, 2021 by renholding

The corporate purpose debate is experiencing a renaissance. The contours of the modern debate are relatively well developed and typically focus on whether corporations should pursue shareholder value maximization or broader social aims. A related subject that has received much …

Corporate Purpose and Acquisitions

By Claudine Madras Gartenberg and Shun Yiu May 24, 2021 by renholding

Acquisitions are at the core of corporate strategy, enabling companies to expand and reposition themselves in the market. In 2019 alone, they accounted for nearly $3.7 trillion of economic activity. Yet acquirers famously struggle to realize value from these transactions. …

Mitigating Gig and Remote Worker Misconduct

By Vanessa Burbano amd Bennett Chiles May 20, 2021 by renholding

Jobs in which workers are physically distant from their employers are increasingly prevalent, due to both a surge in the gig economy and the widespread increase in remote work, which was on the rise even before the pandemic. This development …

ISS Revisits the Performance of ESG Screened Indexes During the Pandemic

By Hernando Cortina May 18, 2021 by renholding

Nearly a year ago, we analyzed the outperformance of ESG strategies during the initial stage of the COVID-19 Pandemic. As of May 2020, we found that ESG indexes based on ISS ESG data had outperformed by 1.3% to 2.8%, with …

Investor Relations, Activism, and Engagement

By Kimball Chapman, Gregory S. Miller, Jed Neilson and Hal D. White May 17, 2021 by renholding

Activist investors once limited their targets to mostly smaller, less known firms. Now, though, they increasingly target large, household names like Procter & Gamble, DuPont, and Berkshire Hathaway, aiming to influence company actions, replace management, or even purchase the company.…

COVID-19 Isolation, Managerial Sentiment, and Corporate Policies

By Lilian Ng, Jing Yu and Linyang Yu May 14, 2021 by renholding

Global efforts to limit the spread of Covid-19 have prompted the widespread adoption of restrictions on people’s ability to go out and about and, as result, have thrust public mental health issues into the spotlight.  Mandatory work-from-home arrangements, for example, …

Private Ordering in Social Enterprise: New Corporate Structures for Mission Commitment

By Naveen Thomas May 10, 2021 by renholding

Just over 10 years ago, benefit corporations emerged as legal entities intended to permit for-profit social enterprises to pursue public-interest missions. While increasingly popular among states and businesses, these new entities have received unending criticism from commentators on all sides. …

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