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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

Are Right to Disconnect Laws Good for Companies?  

By Yuye Ding, Mark (Shuai) Ma and Zhuoying Niu September 2, 2025 by renholding

Telecommuting technologies have enabled widespread remote work, but it has also blurred the line between work and personal life. Constant connectivity has fostered an “always-on” culture, raising concerns that employees are increasingly vulnerable to overwork, burnout, and declining mental health. …

Comment  

Will New FCPA Guidelines Make U.S. Businesses More Competitive?

By Alexander L.W. Snyder August 18, 2025 by renholding

On June 9, 2025, Department of Justice (“DOJ”) issued “Guidelines for Investigations and Enforcement of the Foreign Corrupt Practices Act (FCPA),” as contemplated by President Trump’s February 10, 2025 executive order, which, among other things, paused enforcement of …

Comment  

Why Climate-Risk Transparency Pays

By Erhan Kilincarslan, Zezeng Li and Jiafan Li August 15, 2025 by renholding

While climate change poses clear threats to corporate financial health, from disrupted supply chains to higher insurance costs, our new research shows that climate risks don’t always lead to lower credit ratings. In fact, we find, firms that increase transparency …

1 Comment  

How Sunset Clauses Can Soften the Negative Effects of Tenure-Based Shareholder Voting

By Maria Lucia Passador August 1, 2025 by renholding

In a new paper, I examine the potential of sunset clauses – legal provisions that automatically phase out enhanced voting rights over time or upon certain events – to mitigate the imbalances and entrenchment risks associated with tenure-based voting structures, …

Comment  

How “Chameleon Capital” Has Outpaced the Law

By Narine Lalafaryan July 29, 2025 by renholding

In the modern private capital markets, the traditional distinctions between equity and debt have become increasingly blurred and inadequate to capture the complexity of modern investment instruments. Sophisticated market participants – particularly private credit funds – have begun to craft …

Comment  

Why Public Pension Funds Should Still Put Beneficiaries First: A Response to Fisch and Schwartz

By Ernest Lim July 21, 2025 by renholding

In a recent article, professors Jill Fisch and Jeff Schwartz argue that the beneficiary primacy model – requiring pension fund trustees to maximize economic value solely for beneficiaries – fundamentally misunderstands the nature of public pension funds. They contend …

Comment  

Climate-Related Disclosures, Market Discipline, and Banks’ Risk-Taking

By Lucas Mahieux July 9, 2025 by renholding

Climate change has become a central topic of discussion among banking regulators and policymakers. While many policymakers focus primarily on addressing the environmental externalities associated with carbon emissions, banking regulators confront a unique set of challenges that the current regulatory …

Comment  

The External Dimension of Directors’ Climate Duties

By Ernest Lim July 7, 2025 by renholding

The corporate law discourse on climate change has largely focused on the “internal dimension” of directors’ duties – whether boards must consider climate-related risks and opportunities that affect firm-specific financial performance. While this question has gained significant traction, a more …

Comment  

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 …

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 …

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 …

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 …

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 …

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 …

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 …

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 …

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 …

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

…

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 …

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

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