Columbia Law School
Sky Blog
Long Live the Editor
After the July 4th weekend, Reynolds Holding will be taking over as the fourth editor-at-large of the CLS Blue Sky Blog. It has been a remarkable year and a half, and I am confident our Blog will continue to grow …
M & A
Orrick explains Delaware Supreme Court Reaffirms KKR, But Sounds Cautionary Note to Gatekeepers
On May 6, 2016, the Delaware Supreme Court affirmed the Delaware Chancery Court’s ruling that Zale Corporation’s sale to Signet Jewelers withstood scrutiny under the business judgment rule because the transaction was approved by a fully-informed, uncoerced vote of the …
Twenty Most Cited Corporate Law & Securities Regulation Faculty in the United States, 2010-2014 (inclusive)
| Rank | Name | School | Citations | Age in 2016 |
| 1 | John Coffee, Jr. | Columbia University | 1470 | 72 |
| 2 | Lucian Bebchuk | Harvard University | 1130 | 61 |
| 3 | Stephen Bainbridge | University of California, Los Angeles | 1010 | 58 |
| 4 | Reinier Kraakman | Harvard University | 820 | 67 |
| 5 |
Shareholder Activists: A Threat for the Global Economy?
The rise of shareholder activism has become a global phenomenon. Shareholder activists are not only present–as they started–in the US, but also in European and Asian Markets.[1] This situation has generated a vast literature about the desirability (or not) …
Directors as Connectors
The corporate board is commonly seen as a crucial governance device that operates to both monitor corporate management and provide strategic advice. Recent corporate governance research has discovered a broad range of evidence of internal board monitoring and advisory activities; …
Professor Kate Judge Honored for Leading Corporate and Securities Law Article
The work of Columbia Law School Professor Kate Judge appears in the list of twelve best corporate and securities law articles in 2015, based on a poll conducted by the Corporate Practice Commentator. Teachers in corporate and securities law were …
A Private Law Defense of the Ethic of Zeal
In an article recently posted on SSRN.com, I explain why the law requires agents to act with single-minded devotion to their principals. For example, a lawyer must do what is best for a client and may not subordinate a …
Annual Securities Regulation Conference this Friday
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The Hostile Poison Pill
Whether one ascribes to the agency theory of shareholder primacy or the contractarian theory of director primacy, boards of directors have great discretion in determining whether, when, and how to sell the corporation. Defensive tactics, like poison pills, can be …
What Drives Corporate Inversions?
A corporate inversion involves the relocation of a corporation’s legal domicile to a lower-tax nation (host country) while retaining its material operations in its higher-tax country of origin (home country). Corporations have been engaging in inversions for over three decades. …
Entrepreneurial Spawning: Experience, Education, and Exit
In our recent paper forthcoming in The Financial Review (2016), we highlight the role of venture capital (VC) in spawning new ventures. That is, after acquisitions, IPOs and other successful exits, entrepreneurs backed by venture capitalists (VCs) tend to form …
The Threat of Hedge Fund Activism Disciplines Managers and Benefits Shareholders. But What Happens to Creditors?
Hedge fund activism is the latest rave in corporate governance. Activist hedge funds build stakes in target firms in order to press management for various changes. When managers are uncooperative, they may just be forced to step down. Lest you …
The Supreme Court “Saves” the Class Action: Complex Litigation After Scalia
Just six months ago, when the Supreme Court’s current term opened in October, things looked bleak for the class action. Three major cases were on the Court’s docket, and each seemed handpicked as a vehicle for the Court’s conservatives to …
Financial Distress Risk in Initial Public Offerings: How Much Do Venture Capitalists Matter?
On January 7th 2016, Thomson Reuters and the National Venture Capital Association (NVCA) published their Exit Poll Report, which stated that in the U.S. 77 venture capital (VC)-backed initial public offerings (IPOs) raised $9.4 billion in 2015. Over …
Shareholder Activism, the Short-Termist Red-Herring, and the Need for Corporate Governance Reform
The “meh” economy that accounts for some of the sourness in the American electorate is partly due to a design flaw in the US corporate governance system. One proffered diagnosis is that companies invest for the short term and are …
Notice of Opportunity: Have You Ever Thought of Entering Academia?
Columbia Law School is looking for an Editor-at-Large to oversee and administer the Columbia Law School Blue Sky Blog. The Blog, now completing its third year, has grown rapidly and become one of the most read sources of current information …
Why Use Many Contracts for One Deal?
Why do we memorialize some bargains in dozens of related contracts, rather than just one? Mergers and acquisitions deals, for example, are often formed through constellations of agreements that I call “unbundled bargains.” At the center of an unbundled bargain, …
Short and Long Term Investors (and Other Stakeholders Too): Must (and Do) Their Interests Conflict?
The world of corporate governance is undergoing two intense, inter-related debates. One is a debate as to whether profit-maximization in the short term is really different from profit-maximization in the long term, and if so whether American corporations are currently …
Select Columbia Business Law Review Posts
Today, in addition to our usual offering, we present three student posts from the Columbia Business Law Review:
- David Markewitz on The SEC’s Appointment Problem and Its Likely Solution;
- Penina Moisa on The Perils, Protections and Proliferation of
Buyer’s Remorse and “MAC Outs” in M&A Agreements
Feeling some buyer’s remorse after your latest big purchase? Well, this happens to companies involved in multi-billion dollar mergers and acquisitions, too, in the time between signing an agreement and closing the deal. This is one reason that a material …