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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

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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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Securities Regulation

Covington & Burling Discusses Three Political Law Landmines for Hedge Funds, Private Equity Funds, and Investment Firms

By Zachary G. Parks and Derek Lawlor May 16, 2025 by renholding

Last year, an asset manager with offices in New York, Texas, and Vermont was publicly censured by the Securities and Exchange Commission and ordered to pay a substantial fine. Its offense?  The asset manager hired an individual who had previously …

Comment  

Shadow SEC: The PCAOB Should Be Carefully Reviewed, Not Hastily Abolished

By John Coates, John C. Coffee, Jr., James D. Cox, Merritt B. Fox and Joel Seligman May 14, 2025 by renholding

We write in opposition to the hasty and opaque efforts underway to abolish the Public Company Accounting Oversight Board (PCAOB), the nonprofit organization that oversees audits of public companies and SEC-registered brokers and dealers in the United States, currently overseen …

Comment  

SEC Chair Speaks on Tokenization at Crypto Task Force Roundtable

By Paul S. Atkins May 13, 2025 by renholding

The topic of this afternoon’s discussion is timely as securities are increasingly migrating from traditional (or “off-chain”) databases to blockchain-based (or “on-chain”) ledger systems.[1]

This movement of securities from off-chain to on-chain systems is akin to the transition of
…
Comment  

Shadow SEC: FCPA Books and Records Requirements Must Be Vigorously Enforced

By John Coates, John C. Coffee, Jr., James D. Cox, Merritt B. Fox and Joel Seligman May 12, 2025 by renholding

President Trump signed on February 10 an executive order (the “Executive Order”)[1] directing the U.S. Attorney General over the next 180 days to (i) review the guidelines and policies governing investigations and enforcement actions under the Foreign Corrupt Practices …

1 Comment  

Arnold & Porter Discusses SEC Staff Issuance, Revision, and Withdrawal of C&DIs for Rule 10b5-1

By Sara Adler and Joel I. Greenberg May 12, 2025 by renholding

On April 25, 2025, the SEC Staff issued two new Compliance and Disclosure Interpretations (C+DIs) with respect to Rule 10b5-1. Under the first (Qu. 120.32), the Staff advised that purchases and sales of issuer securities pursuant to a …

Comment  

SEC Commissioner Peirce Proposes Safe Harbor, Sandbox for Crypto on Blockchain

By Hester M. Peirce May 9, 2025 by renholding

Welcome to the penultimate day of the SEC’s 31st International Institute for Securities Market Growth and Development. Before I begin, as I am sure you anticipate based on what you have heard from many SEC speakers this week, my …

1 Comment  

SEC Chair Atkins Speaks at Small Business Capital Formation Advisory Committee Meeting

By Paul S. Atkins May 7, 2025 by renholding

Good morning.  Today is the sixth-year anniversary of the first-ever meeting of the Small Business Capital Formation Advisory Committee.[1]  Since that initial meeting, I have followed the discussions and recommendations by this Committee from outside the agency.  Now it …

Comment  

How Corporate Lobbying Can Undermine Governance Rulemaking

By Qianzhou Du, Jiekun Huang, Pengfei Ye and Qiaozhi Ye May 5, 2025 by renholding

Corporations play an increasingly active role in lobbying, with a growing focus on influencing government rulemaking. According to the Center for Responsive Politics, corporate lobbying expenditures at the federal level reached a record $3.7 billion in 2024, accounting for 86.3 …

The GENIUS Act Needs a Rule on Extraterritoriality

By Benedikt Bartylla April 29, 2025 by renholding

Congress seems on its way to passing the first piece of federal crypto-regulation, the Guiding and Establishing National Innovation for U.S. Stablecoins – or GENIUS – Act. The law would create a comprehensive regulatory framework for payment stablecoins, which are …

Uniswap’s Reprieve Reveals the Uncertainty of DeFi Regulation

By Richard Fair April 28, 2025 by renholding

In 2024, the Securities and Exchange Commission (SEC) issued Wells notices to at least 13 crypto companies – several of which were decentralized finance (DeFi) platforms –  including Uniswap Labs (Uniswap), the second largest decentralized exchange (DEX) by trading volume

…

ISS Discusses Proposed $362.5 Million Settlement in GE Securities Fraud Class Action

By Donald F. Grunewald April 21, 2025 by renholding

On November 25, 2024, plaintiffs Sjunde AP-Fonden and The Cleveland Bakers And Teamsters Pension Fund (together “Plaintiffs”) moved Judge Jesse Furman of the U.S. District Court for the Southern District of New York (the “Court”) for preliminary approval of a …

Number of Accounting-Related Securities Class Actions and Settlements Steady in 2024, Size of Settlements Shrink

By Cornerstone Research April 18, 2025 by renholding
The number of accounting-related securities class action filings and settlements remained steady in 2024, with the number of filings increasing slightly and for the third consecutive year, according to a new report from Cornerstone Research. The report also found that
…

Paul Weiss Discusses Section 11 Liability for Companies Going Public Through Direct Listing

By Alison R. Benedon, Andrew J. Ehrlich, David P. Friedman, Audra J. Soloway and Daniel S. Sinnreich April 16, 2025 by renholding

On April 4, 2025, a federal district court in Colorado dismissed a Section 11 claim arising out of a direct listing and concluded that recent Supreme Court precedent “likely forecloses Section 11 liability in the direct listing context” altogether. The …

Davis Polk Discusses SEC’s New Flexibility on Draft Registration Statements

By Maurice Blanco, Roshni Banker Cariello, Derek Dostal, Joseph A. Hall and Michael Kaplan April 14, 2025 by eorozco

The SEC’s Division of Corporation Finance has announced improvements to its policies for draft registration statements that will be welcomed by both companies and underwriters.

Following recent statements by Acting SEC Chair Mark Uyeda calling for a return to the …

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 …

A&O Shearman Discusses SEC Staff Position on USD-Backed Stablecoins

By F. Dario de Martino, Susan Gault-Brown, C. Wallace DeWitt and Bill Satchell April 10, 2025 by renholding

On April 4, 2025, the staff of the SEC’s Division of Corporation Finance (the “Staff”) issued a statement addressing the status of certain stablecoins under the U.S. securities laws.

The statement concludes that a narrow class of USD-backed, fully reserved, …

SEC Acting Chair Speaks on Federal and State Securities Cooperation

By Mark T. Uyeda April 9, 2025 by renholding

Good morning and welcome to the annual conference on federal and state securities cooperation, organized jointly by the North American Securities Administrators Association (“NASAA”) and the U.S. Securities and Exchange Commission (“SEC” or “Commission”).[1]  Inside the SEC, this gathering …

The Impact of Financial Disclosure on Firm Innovation

By Lucas Mahieux April 8, 2025 by renholding

Firms often face a free-rider problem when competitors learn about and implement the firms’ innovations without bearing the costs of development, a phenomenon known as knowledge spillovers. As recent empirical evidence shows, this causes substantial underinvestment in research and development …

SEC Offers Views on Stablecoins

By Securities and Exchange Commission April 7, 2025 by renholding

As part of an effort to provide greater clarity on the application of the federal securities laws to crypto assets,[1] the Division of Corporation Finance is providing its views[2] on certain types of crypto assets commonly referred to …

Reforming Securities Litigation and Enforcement for ESG Disclosure

By Kevin S. Haeberle April 2, 2025 by renholding

In an earlier post, I discussed my paper arguing that significant changes to the corporate-disclosure regime should trigger review of aspects of the securities-fraud regime. This is because the disclosure regime and the securities-fraud regime go hand-in-hand. So if …

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