Columbia Law School
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Corporate Governance
Rules, Institutions, and the Legal Theory of Finance
The International Monetary Fund (IMF) recently published its first major policy treatment of sovereign debt restructuring since 2003. It was prompted by the flawed restructuring in Greece, high profile litigation against Argentina, and recurring crises in smaller …
U.S. District Court Upholds the Conflict Minerals Rule, but Vacates the Resource Extraction Rule
The U.S. District Court for the District of Columbia has released two important rulings this month that speak to the SEC’s ability to promulgate rules. On July 23rd, the court upheld the SEC’s conflict minerals rule (see here) and …
Square Root Voting: A New Approach to Regulation of Chaebol, Keiretsu, and Other Conglomerate Organizations in Asia
The economies of several important Asian countries are dominated by large business groups. Many of them are family controlled, such as those in South Korea (known as “chaebol”), Israel and India. Others are not, the most notable example of which …
The Institute for the Fiduciary Standard Awards Its First “Oscar”
The Institute for the Fiduciary Standard, a non-profit organization dedicated to the advancement of fiduciary principles, has awarded its first ever Tamar Frankel Fiduciary Prize to Robert A.G. Monks, the corporate governance activist and scholar. The Frankel Fiduciary Prize is …
The Marketplace of Ideas: Cathy M. Kaplan and Jeremiah S. Pam Weigh in on Pistor’s Legal Theory of Finance
‘Neither Admit Nor Deny’: Practical Implications of SEC’s New Policy
In a move that appears at once to be shrewd, savvy and largely symbolic, the SEC has modified its longstanding policy that it will not require a defendant to admit or deny liability, or facts that might establish its liability,
The Marketplace of Ideas: Kathryn Judge takes on Katharina Pistor’s Legal Theory of Finance
The CLS Blue Sky Blog presents the second installment of our new series, entitled “The Marketplace of Ideas.” Earlier installments are available here. The intent is to present different perspectives on the same subject by two or more authors.…
Systemic Stability and Fairness: An Analysis of Pistor’s Legal Theory of Finance
In A Legal Theory of Finance, Katharina Pistor introduces a provocative new theory about the relationship between law and finance and the role of law in producing and addressing financial instability. Pistor shows that law plays a constitutive role …
Wachtell Lipton discusses Commissioner Gallagher’s Critiques of Proxy Advisory Firms
The Unnecessary Business Judgment Rule
Lyman Johnson is the Robert O. Bentley Professor of Law at Washington & Lee University School of Law.
A few weeks ago Chancellor Leo Strine, in a widely-heralded ruling, held that the business judgment rule standard of review applied to …
Wachtell Lipton discusses Delaware Court of Chancery Guidance for Dealing with Dissident Directors
In a series of recent rulings, the Delaware Court of Chancery has provided guidance for boards coping with dissident directors. Kalisman v. Friedman, C.A. No. 8447-VCL.
OTK Associates, LLC is the largest stockholder of Morgans Hotel Group Co. Jason Kalisman …
Journeys in Revlon-Land with a Conflicted Financial Advisor
When the board of directors of a Delaware corporation begins a process that results in a change of control of the company (typically, a cash-out merger), the board’s Revlon duties are triggered: the directors then have a fiduciary obligation to …
Honored in the Breach: Diverging Law and Practice in Tender Offers for Debt Securities
The views expressed in this article are those of the authors and do not necessarily represent the views of Jones Day or its clients.
In a recent article in the NYU Journal of Law & Business, we discuss some …
Dealing With Activist Hedge Funds
The 2013 proxy season saw a continuance of the high and increasing level of activist campaigns experienced during the last ten years. There have been more than 300 activist attacks on major companies during this period. No company is too …
Weil on Securing D&O Insurance Lifelines – What Every Director Needs to Know
We often get called into corporate calamities where “heavy water” is starting to overwhelm the bilge pump of the corporate yacht. Often in those situations good people like directors and officers, who are tasked with figuring out what to do …
Gallagher on the Roles of State and Federal Law in Corporate Governance
The following post comes from remarks delivered by SEC Commissioner Daniel M. Gallagher at the European Corporate Governance & Company Law Conference in Dublin, Ireland on May 17, 2013.
Thank you Danny [McCoy] for your very kind introduction. I am …
Disclosure and Ratings Requirements in European Structured Finance
The newly amended credit rating agencies regulation coming into force on 20 June will expand the scope and application of disclosure requirements and other ratings related regulation for structured finance instruments – a concept wide enough to include many transactions
Supreme Court Decides To Hear Applicability of Sarbanes-Oxley’s Whistleblower Protections
The Supreme Court recently granted certiorari to decide whether the whistleblower protections of the Sarbanes-Oxley Act (SOX), 18 U.S.C. § 1514A, extend to employees of privately held contractors or subcontractors of a public company. The case, Lawson v. FMR,…
The Myth of Director Consent: After Shaffer, Beyond Nicastro
In an article just published in the Delaware Journal of Corporate Law, I argue that Delaware’s implied-consent-to-jurisdiction statute is unconstitutional. That statute, Section 3114, is routinely invoked to assert personal jurisdiction over virtually every nonresident director and officer defendant in …