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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

The CLS Blue Lion logo Sky Blog

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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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Finance & Economics

United States v. Coscia as a Case of First Impression

By Steven McNamara January 6, 2016 by ilyabeylin

On November 3rd, high-frequency trader Michael Coscia was found guilty in Chicago in one of the most-watched financial trials in recent years.[1] His conviction under Dodd-Frank’s new anti-spoofing provision is important on a number of levels: what it means …

The Governance of Publicly Traded LLCs

By Suren Gomtsian January 5, 2016 by ilyabeylin

The limited liability company (LLC) is not only a widespread business form for non-listed firms but also is used by listed companies. There were twenty publicly traded US LLCs in September 2013—all formed in Delaware. Two more Delaware LLCs have …

The Role of the Chief Legal Officer in Corporate Governance

By Robert C. Bird, Paul Borochin and John D. Knopf January 4, 2016 by ilyabeylin

Corporate governance mitigates agency costs by protecting outside investors from exploitation from insiders, as well as aligning the financial and other incentives of insiders with those of the principal. The literature remains underdeveloped, however, on those tasked with shaping and …

1 Comment  

PwC discusses Key Points from Basel’s Re-proposed Standardized Approach for Credit Risk

By Dan Ryan, Adam Gilbert, Mike Alix and Armen Meyer December 28, 2015 by ilyabeylin

The Basel Committee on Banking Supervision (BCBS) on December 10th issued the second iteration of its proposed revisions to the standardized approach (SA) for credit risk measurement. Following up on last year’s initial issuance, the proposed revisions are intended …

How Much Information Should Central Banks Share?

By Michael Egesdal, Michael Gill and Martin Rotemberg December 18, 2015 by ilyabeylin

Central Bankers are rarely “responsive” to the public through the democratic process. In the United States, most members of the (unelected) Federal Reserve Open Market Committee (FOMC) have no other government experience or aspirations, and in spite of their clear …

The Fall and Rise of Debt in Bank Capital Structures

By Paul L. Davies December 17, 2015 by ilyabeylin

Debt has undergone a remarkable resurrection in relation to banks’ capital structures. In the immediate aftermath of the crisis it was uncertain whether debt would survive at all in the Basel Committee’s minimum capital requirements for internationally active banks. Today, …

Ethan Allen, Hedge Fund Activism and Prevailing Over Conventional Advice and Practice

By Jim Carlson December 16, 2015 by ilyabeylin

Ethan Allen and its management prevailed a few weeks ago against an intense hedge fund activist campaign to remove its entire board of directors.

An analyst of one of our larger shareholders, the Gabelli funds, observed “I’ve never seen a …

The Fed’s TLAC Proposal Would Impose the Costs of Resolving Failed Megabanks on Ordinary Investors and Taxpayers

By Arthur E. Wilmarth, Jr. December 16, 2015 by ilyabeylin

In two previous posts,[1] I described the financial industry’s “single point of entry” (SPOE) strategy for resolving failed megabanks. The SPOE approach – which has been endorsed by the Federal Reserve Board (Fed) and other regulators – could be …

Is High Frequency Trading Good For Capital Markets?

By Graham Partington, Richard Philip and Amy Kwan December 15, 2015 by ilyabeylin

High frequency trading is all of a go,
With joy to the traders and profits that grow,
It brings to investors an unhappy blow.

Investors and traders in capital markets have always sought to be better informed and to trade …

Regulating Unicorns: Disclosure and the New Private Economy

By Jennifer S. Fan December 14, 2015 by ilyabeylin

Headlines about unicorns—private companies with valuations of a billion dollars or more—have dominated newspapers such as The New York Times, The Wall Street Journal, and the like. It has become part of the fabric of the venture capital …

Company Directors Need to Oversee Corporate Political Spending

By Bruce F. Freed and Constance E. Bagley December 14, 2015 by ilyabeylin

As political spending surges toward record levels in 2016, post-Citizens United changes in the funding of American political campaigns will require directors to oversee a dramatically deregulated political environment. Corporate money will play a large role in the election, heightening …

Transactionalizing the Casebook: 4 Steps

By Evelyn Lewis December 11, 2015 by ilyabeylin

In a 2014 article,[1] I discuss ways of exposing law students to transactional law in non-clinical classes. One tactic I briefly describe is what I call transactional “side-bars”[2] in traditional, substantive, basic business classes like Business Associations (BA) …

Are Hedge Funds Good for Firms they Target? Look at the Effects on Their Industry Competitors!

By Hadiye Aslan and Praveen Kumar December 10, 2015 by ilyabeylin

Since the late 1990s, activist hedge funds have become the dominant face of shareholder activism, essentially taking over an arena that was once dominated by pension funds and mutual funds. Hedge fund activism (HFA) has attracted substantial public attention because …

PwC discusses Bank Culture: It’s About More Than Bad Apples

By Dan Ryan, Adam Gilbert, Armen Meyer, Mike Alix and Bhushan Sethi December 10, 2015 by ilyabeylin

The US Federal Reserve (Fed) again expressed concerns about the culture at financial institutions this month.[1] This has been a recurring theme since the financial crisis, as regulators in the US and abroad have hit industry players with steep …

1 Comment  

In Defense of Corporate Persons

By Kent Greenfield December 9, 2015 by ilyabeylin

Corporate personhood is getting a bad name.

After Citizens United v Federal Election Decision in 2010, protecting the First Amendment rights of corporations to spend money in elections, the nation has seen the development of a broad-gauged movement to overturn …

1 Comment  

Tax-Free Perks Abound (At Least for Some)

By Jay Soled and Kathleen DeLaney Thomas December 8, 2015 by ilyabeylin

Imagine a world in which your employer showers you with lavish perks like free gourmet meals, smartphones, massages, yoga classes, dance lessons, and all-expenses-paid vacations, including plane fares, hotels, and rental car use. Now imagine an even better world, one …

Skadden discusses Glass Lewis Issuing 2016 US Proxy Policy Guidelines

By Brian V. Breheny and Michael R. Bergmann December 8, 2015 by ilyabeylin

Proxy advisory firm Glass Lewis recently issued its U.S. voting policy guidelines for the 2016 proxy season. The guidelines include a few key changes, a summary of which is outlined below.

Conflicting Shareholder Proposals. Conflicting shareholder proposals relating to …

Macroprudential Policy: What Does It Really Mean

By Claude Lopez December 7, 2015 by ilyabeylin

The global financial crisis forced regulators to realize that traditional monetary measures cannot adequately ensure financial stability. As an alternative, macroprudential policy can complement and supplement monetary policy in dealing with macroeconomic as well as stability issues. Yet the debate …

A Plan of Action to Save the Brazilian Infrastructure System

By Walfrido Jorge Warde Jr., Gilberto Bercovici and José Francisco Siqueira Neto December 7, 2015 by ilyabeylin

The oil sector is believed to represent approximately 13% of the Brazilian economy. Petrobras, the state-controlled, corruption stricken oil producer and by far the country’s largest corporation, is an important component of the current economic crisis. Due to mismanagement and …

Student Debt and the Siren Song of Systemic Risk

By Jonathan D. Glater December 4, 2015 by ilyabeylin

What are we to make of growing levels of student indebtedness?

On the one hand, commentary in the popular media consistently extols[1] the virtues of investing in higher education, and serious economists back them up.[2] On the other …

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