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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

How Financial Constraints Affect Stock-Price Crash Risk

By Guanming He and Helen Mengbing Ren August 30, 2017 by renholding

Financial crises and corporate scandals like those involving Enron, Worldcom, or Fannie Mae have triggered increased academic research into the probability of stock price crashes. Stock price crashes have a material impact on investor welfare, and so are of interest …

PwC Explains Why Fraud Governance Means More Than Just Compliance

By Julien Courbe, Sean Joyce, Jeff Lavine, Genevieve Gimbert, Brian Castelli and Roberto Rodriguez August 18, 2017 by renholding

Fraud incidents have increased by over 130 percent in the past year, resulting in significant monetary and reputational losses for financial institutions. Many of these incidents — including high-profile crimes such as the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) …

Law and Corporate Governance

By Robert Bartlett and Eric Talley August 14, 2017 by renholding

Few research topics over the last two decades have proven as alluring and elusive as corporate governance.  Its allure is self-evident: Since the turn of the 21st century, a growing number of pundits, commentators, and scholars have argued that high …

Were Non-Independent Boards Really Captured Before Sarbanes-Oxley?

By Donald Bowen August 7, 2017 by renholding

A central question in the corporate governance literature concerns the impact of boards on performance. Some studies support the view that governance structures endogenously arise as optimal solutions to the contracting environment of the firm. Many studies support an opposing …

How Irrational Actors in the CEO Suite Affect Corporate Governance

By Renee Jones August 3, 2017 by renholding

Recent news of sexual harassment and other legal controversies at Uber and throughout Silicon Valley serves as a vivid reminder that irresponsible and unethical conduct continues across the corporate landscape. Revelations of serious transgressions by senior corporate leaders belies a …

The Case Against Passive Shareholder Voting

By Dorothy Shapiro Lund August 2, 2017 by renholding

In the past few years, investors have begun to embrace the reality that academics have been championing for decades—that a broad-based passive indexing strategy is superior to picking individual stocks or actively managed mutual funds. As a result, millions of …

How Dual Class Shares in IPOs Can Create Value

By Bernard S. Sharfman August 1, 2017 by renholding

The shareholder empowerment movement (the “movement”), driven primarily by public pension funds and union-related funds with over $3 billion in assets, has renewed its effort to eliminate, restrict, or at least discourage companies from creating dual class share structures in …

Benefit Corporations and Public Markets

By Brett McDonnell July 31, 2017 by renholding

Benefit corporations are a new legal form of business association created to support social enterprises. Over half of U.S. states have adopted a benefit corporation statute, and over 2,000 companies have chosen the form. So far, almost all of these …

Latham & Watkins Discusses How Healthcare Firms Can Prepare for the Next Cyberattack

By Jennifer C. Archie, Stuart S. Kurlander, Heather B. Deixler, Susan Ambler Ebersole and Elizabeth N. Purcell July 31, 2017 by renholding

On June 2, 2017, in the wake of the widespread cyberattack caused by the WannaCry ransomware cryptoworm, the US Department of Health & Human Services (HHS), Office for Civil Rights (OCR) added to its arsenal of cybersecurity guidance a checklist …

Do Contracts for Executive Compensation Maximize Firm Value?

By Meni Abudy, Dan Amiram, Oded Rozenbaum and Efrat Shust July 26, 2017 by renholding

In a recent study, we examine whether executive compensation contracts are designed to maximize firm value. There is considerable debate regarding executive compensation in both the public arena and academia. On the one hand, proponents of the “value maximization” …

The Rise of Regulatory Affairs in Innovative Startups

By Elizabeth Pollman July 21, 2017 by renholding

A few years ago, signs of change started to appear in the startup world. Media headlines began reporting battles between regulators and Uber and Airbnb. Sharing economy companies faced worker classification issues, and fintech companies bumped up against securities regulation, …

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How Sarbanes-Oxley Affects Board Changes and CEO Turnover

By Mustafa A. Dah, Melissa B. Frye and Matthew Hurst July 10, 2017 by renholding

Following the corporate governance scandals of the early 2000s, the effectiveness of board monitoring came into question. In response, Congress passed the Sarbanes-Oxley Act of 2002 (SOX) in an attempt to increase monitoring and improve corporate governance. In conjunction with …

Wachtell Lipton Discusses the Classified Board Duels

By Martin Lipton and Daniel Bulaevsky July 6, 2017 by renholding

Professor Lucian Bebchuk has engaged in two rounds of law-review-article duels with Professor Martijn Cremers and Professor Simone Sepe over classified boards. The weapons were statistics (and common sense). Cremers and Sepe wore the classified-board-stakeholder colors; Bebchuk, the agency-model-shareholder-democracy colors. …

Mutual Fund Advisors’ “Empty Voting” Raises New Governance Issues

By Bernard S. Sharfman July 3, 2017 by renholding

The creation of the mutual fund will go down as one of the greatest innovations in financial history. It has provided tens if not hundreds of millions of unsophisticated and uninformed stock market investors with easy access to low cost …

Board Declassification Activism: Why Run From the Evidence?

By Martijn Cremers and Simone M. Sepe June 29, 2017 by renholding

In a recently released study, we examined the value implications of board declassifications promoted by the Harvard Law School Shareholder Rights Project (“SRP study”). In a May 2017 note, Lucian Bebchuk and Alma Cohen “contest” the results in our study. …

Tournament-Based Incentives, Corporate Cash Holdings and the Value of Cash

By Hieu V. Phan, Thuy Simpson and Hang T. Nguyen June 23, 2017 by renholding

In a new paper, we examine how tournament-based incentives affect corporate cash holdings and the value of those holdings for shareholders.

Before a firm selects a new CEO, it may run a tournament within the firm to rank its vice-presidents …

How Principles of Good Governance Can Improve Oversight of Financial Regulatory Institutions

By Hadar Y. Jabotinsky and Mathias Siems June 16, 2017 by renholding

Financial regulatory institutions are at the center of intense debates over how to supervise financial firms and markets. They are also the focus of an important and growing body of literature that is mainly concerned with the question, “Who…

How Directors’ Foreign Board Experience Improves Governance

By Peter Iliev and Lukas Roth June 15, 2017 by renholding

The corporate governance literature has shown a strong link between good governance practices and firm value. The mechanisms, however, that determine the choice of effective corporate governance and board arrangements in a changing global market are not well studied. In …

Corporate Governance as Moral Psychology

By Alan R. Palmiter June 7, 2017 by renholding

In this essay — prepared for a Washington & Lee symposium on corporate law, governance, and purpose — I propound a simple thesis: Corporate governance is best seen not as a subset of economics or even law, but instead as …

The Duty of Care for Bank Directors and Officers

By Julie Andersen Hill and Douglas Moll June 5, 2017 by renholding

The 2008 financial crisis was catastrophic for the U.S. banking industry. Between 2007 and 2014, 510 banks failed. Another 700-plus banks received some type of federal monetary assistance. Unsurprisingly, this led to calls to hold bank directors and officers legally …

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