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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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International Developments

The Missing Piece in the OECD Principles of Corporate Governance    

By Luther Lie June 30, 2025 by renholding

The Organization for Economic Co-operation and Development (OECD) Principles of Corporate Governance (the Principles) are widely regarded as the global benchmark for corporate control and accountability. The Principles are soft law and hence not legally …

Comment  

ISS Discusses Updated UK Stewardship Code

By Tom Inchley June 26, 2025 by renholding

The Financial Reporting Council (FRC) has published its UK Stewardship Code 2026, which represents a significant overhaul from the previous iteration released in October 2019. The new Code will come into force from 1 January 2026.

In addition, in an …

Comment  

What China’s Experiment in Stakeholder Governance Can Teach Us

By Min Yan June 18, 2025 by renholding

Growing concerns about the externalities that companies may impose on stakeholders have placed the mainstream shareholder primacy model under intense scrutiny. Stakeholderism, or stakeholder model, is an alternative approach that requires companies to consider interests beyond those of shareholders, is …

Comment  

The Placebo Effect of Insider Dealing Regulation

By Luca Enriques, Yoon-Ho Alex Lee and Alessandro Romano June 17, 2025 by renholding

In a recent article, we explore the curious case of how regulators in the EU, UK, and United States treat two forms of insider trading — what we call “traditional insider trading” and “shadow trading.” The former, familiar to …

Comment  

Davis Polk Discusses UK’s New Consumer Protection Regime

By Matthew Yeowart, Emma Walsh, Andrzej O'Leary, Sara Burrell and Dylan Jones June 17, 2025 by renholding

On 6 April 2025, the consumer protection provisions of the Digital Markets, Competition and Consumers Act 2024 (DMCC Act) came into force. The UK Competition and Markets Authority (CMA) can now directly pursue enforcement action without going through the courts …

Comment  

Yet Another Potential Economic Shock to Emerging Economies

By Steven T. Kargman June 13, 2025 by renholding

Tariffs have been front-page news for the last few months, virtually since the moment that the Trump Administration came into office. Along with this news has come considerable commentary on the impact the tariffs may have on the U.S. and …

Comment  

How Early Investor Feedback Improves IPO Pricing

By Anantha Divakaruni, Howard Jones and Emmanuel Pezier June 5, 2025 by renholding

The under-pricing of initial public offerings (IPOs) has puzzled researchers for decades. First-day returns average around 15 percent, translating into billions of dollars left on the table by issuers and picked up by investors allocated shares in the IPO.  The …

Comment  

No Private Ordering Please, We’re Italian

By Luca Enriques and Casimiro A. Nigro May 22, 2025 by renholding

Venture capital contracting is the function of a complex private-ordering exercise through which venture capitalists and entrepreneurs address the challenges of financing high-tech firms (Kaplan & Strömberg, 2004). Throughout decades of iterative practice, U.S. venture capital contracts have …

Comment  

How the EU Sustainability Mandate’s Impact on U.S. Companies Is Evolving

By Luca Enriques, Matteo Gatti and Roy Shapira May 15, 2025 by renholding

In a recent paper, we examine how the EU Corporate Sustainability Due Diligence Directive (CS3D) could reshape the behavior of American corporations. The CS3D holds large corporations legally accountable for how they protect human rights and the environment throughout …

Comment  

Game of Votes: The Lifecycle Logic of Tenure Voting Rights

By Maria Lucia Passador May 9, 2025 by renholding

Tenure voting rights, which grant increased voting power to long-term shareholders, reward duration, stability, and strategic patience. They allow founders and insiders to maintain control while accessing public capital. And when structured carefully, they can help create a shareholder base

…
Comment  

Corporate Constitutionalism for Foreign Private Issuers

By James Chang and Sidney Burke May 2, 2025 by renholding

Lawyers for public companies across the world may not have expected this, but a recent UK appellate decision on an Antigua and Barbuda company greatly enhanced global shareholder rights.  The reason is straightforward – Antigua is one of a handful …

Comment  

How Tenure-Based Voting Regimes Affect Minority Shareholders

By Maria Lucia Passador April 25, 2025 by renholding

In a new paper, I offer a comprehensive, empirically grounded reflection on the evolving architecture of corporate governance in Europe, with a particular emphasis on the Italian regulatory and market experience. My focus is on whether tenure voting rights, which

…

Other Countries Can Fill U.S. Void in FCPA Enforcement

By Stephen M. Kohn April 18, 2025 by renholding

Shifting U.S. enforcement priorities may soon create a crisis in international anti-corruption efforts. For decades, the United States spearheaded those efforts through prosecutions under the Foreign Corrupt Practices Act (FCPA). On February 10, however, President Donald Trump issued an Executive …

The Strategic Evolution of Shareholder Activism

By Wolf-Georg Ringe April 15, 2025 by renholding

Shareholder activism has undergone a striking transformation over the past four decades. What began in the 1980s as a brash and often combative movement led by so-called corporate raiders has matured into a sophisticated, globally attuned, and strategically agile phenomenon. …

The Hitchhiker’s Guide to Comparative Financial Regulation

By Edoardo Martino, Hossein Nabilou and Alessio Pacces April 11, 2025 by renholding

Over recent decades, the massive globalization of finance has led many observers to expect widespread harmonization of nations’ financial regulations. Yet, while there has been a remarkable degree of harmonization in some areas, at least at the regional level, considerable …

The Case for Financial Crime Bounty Hunters

By Miles Kellerman April 7, 2025 by renholding

Policymakers around the world have typically outsourced the detection of financial crime to the private sector. This approach is often referred to as the “gatekeeper” model, with the basic idea being that private firms, like bodyguards at a nightclub, are …

Mandatory Corporate Law as an Obstacle to Venture Capital Contracting in Europe

By Luca Enriques, Casimiro A. Nigro and Tobias H. Tröger April 1, 2025 by renholding

Venture capital (VC) is a key driver of economic growth. A substantial body of legal and financial scholarship has examined the institutional factors that shape VC activity. In the first of two papers, we build on the idea that the …

How Political Ideology Stalled SEC’s IFRS Adoption

By Kirstin Becker, Holger Daske, Christoph Pelger and Stephen A. Zeff March 28, 2025 by renholding

In a recent study, we examine how political ideology affected SEC commissioners’ stances on whether to adopt the International Financial Reporting Standards (IFRS). Our findings reveal a partisan divide that stalled decision-making and left the U.S. as an outlier in …

What the Bank of England’s System-Wide Exploratory Scenario Exercise (SWES) Tells Us

By Eric J. Pan March 18, 2025 by renholding

In late November 2024, the Bank of England published the results of its first system-wide exploratory scenario (SWES) exercise – a year-long effort to model how various financial entities, including non-bank financial intermediaries (NBFIs) and banks, would respond to a …

China’s New Framework for IPO Accountability

By Lerong Lu and Jiujing Ye January 30, 2025 by renholding

China’s corporate law and securities regulation have undergone a series of legislative reforms over the past decade to enhance investor protection and foster market competition.

The comprehensive reform of the People’s Republic of China (PRC) Securities Law in 2019 marked …

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