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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

Paul Weiss Discusses the Impact of SEC Guidance on 13G Eligibility, Rule 14a-8 Shareholder Proposals, and Exempt Solicitations

By Scott A. Barshay, Carmen X. Lu, Frances F. Mi and Kyle T. Seifried March 4, 2025 by renholding

The Staff in the Division of Corporation Finance at the U.S. Securities and Exchange Commission has issued three new sets of guidance that may influence and potentially reshape how shareholders engage with companies going forward.

Guidance on 13G Eligibility

On …

How Accurate Are Corporate AI Disclosures?

By John M. Barrios, John L. Campbell, Ryan G. Johnson and Christine Liu March 3, 2025 by renholding

Artificial intelligence (AI) is emerging as a general purpose technology (GPT) with the potential to transform industries. As a result, the potential benefits of AI give firms strong reasons to adopt it – but also provides opportunities to exaggerate their …

Davis Polk Discusses Stablecoin Bill as Crypto Legislation Gains Momentum

By Randall D. Guynn, Joseph A. Hall, Justin Levine, David L. Portilla and Gabe Rosenberg February 25, 2025 by eorozco

With a new administration and Congress each expressing interest in pursuing a new regulatory framework for crypto, the prospects for federal stablecoin legislation are growing. On February 4, Sen. Bill Hagerty (R-TN) introduced the Guiding and Establishing National Innovation for …

Shadow SEC: The Value of an Independent SEC

By Joel Seligman, John Coates, John C. Coffee, Jr., James D. Cox, Jill E. Fisch and Merritt B. Fox February 24, 2025 by renholding

Effective and well-designed laws governing investment and financial markets are the single most important foundation for financial markets to allocate capital efficiently while providing optimal reassurance to investors and lenders.  Strong empirical evidence shows the United States has a lower …

Ropes & Gray Discusses New SEC Guidance on ESG Engagement and Schedule 13D Filings

By Marc Rotter February 24, 2025 by eorozco

The Securities and Exchange Commission (SEC) staff recently updated its guidance on circumstances in which investors engaging with issuers on ESG and other matters can file a short-form Schedule 13G as a passive or institutional investor rather than a long-form …

Sullivan & Cromwell Discusses SEC Bulletin on Excluding Shareholder Proposals

By June M. Hu, H. Rodgin Cohen, Dalia O. Blass, Catherine M. Clarkin and Marc Treviño February 21, 2025 by renholding

On February 12, the Staff of the SEC Division of Corporation Finance published a new Staff Legal Bulletin No. 14M(“SLB 14M”) regarding the exclusion of Rule 14a-8 shareholder proposals under Rule 14a-8(i)(5) (“economic significance”) and Rule 14a-8(i)(7) (“ordinary business”). …

Memecoins and Other Speculative Devices Require Stronger Regulation

By John W. Bagby and Nizan G. Packin February 6, 2025 by renholding

Dogecoin’s rise to over $1 billion in daily trading volume, much like the dramatic 30 percent spike in Trump Media & Technology Group’s shares following the assassination attempt on now-President Donald Trump, exemplifies the volatile nature of memecoins. These …

Why the SEC’s Approach to Chief Compliance Officer Liability Has Failed

By David Lourie February 3, 2025 by renholding

With the change in SEC leadership, now is the perfect time for the commission to reevaluate its approach to chief compliance officer (“CCO”) liability.  In a new article, I contend that the SEC’s current approach to CCO liability has …

Decentralized Markets and Self-Regulation

By Yuliya Guseva January 31, 2025 by renholding

The United States is ushering in a new era of crypto reforms. Only a few days ago, Mark Uyeda, the acting chair of the Securities and Exchange Commission (SEC), announced the formation of the Crypto Task Force to be spearheaded …

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 …

Ropes & Gray Discusses Third Circuit Coinbase Decision Pressuring SEC on Crypto Rulemaking

By Melissa Bender, Helen Gugel, Glen Hai Chen, Edward Baer, and Stefan Schropp January 30, 2025 by eorozco

On January 13, the U.S. Court of Appeals for the Third Circuit issued an opinion requiring the SEC to provide a more complete explanation for its refusal to engage in formal notice-and-comment rulemaking regarding the application of securities laws to …

Morrison & Foerster Discusses Final Biden Cybersecurity Order

By Tina Reynolds and Markus Gerhard Speidel January 28, 2025 by eorozco

Citing the threats posed by foreign adversaries and criminal organizations, and seeking enhanced accountability for companies that provide software and cloud services to the federal government, the Biden administration released a new, sweeping Executive Order (“E.O.”) on cybersecurity, signing the …

Arnold & Porter Discusses SEC Approval of NYSE Proposal to Restrict Use of Reverse Stock Splits

By Sara Adler and Joel I. Greenberg January 24, 2025 by renholding

On January 15, 2025, the SEC approved, on an accelerated basis, a proposed rule change to amend Section 802.01C of the NYSE’s Listed Company Manual (Manual) to restrict the use of reverse stock splits to regain compliance with NYSE …

1 Comment  

Make IPOs Great Again

By Alexander Platt January 13, 2025 by renholding

In the hunt for wasteful and counterproductive regulatory programs, the SEC’s IPO review process makes for a promising target. In a new paper, I show how this IPO “comment letter” bureaucracy has outlived its original justification and call for …

Cahill Gordon Discusses Second Circuit Decision Lowering Bar for Materiality in Fraud Claims Against Auditors

By Joel Kurtzberg, John MacGregor, Jason Rozbruch and Jessica Urgo January 13, 2025 by renholding

On October 31, 2024, a Second Circuit panel amended its August 2023 decision in New England Carpenters Guaranteed Annuity & Pension Funds v. DeCarlo after granting a motion for rehearing1 and held that misstatements in an audit opinion may be

…

Skadden Offers a Review of ESG in 2024 and Key Trends for 2025

By Raquel Fox, Marc S. Gerber, Simon Toms, Caroline S. Kim and Justin Lau January 9, 2025 by renholding

ESG: 2024 Sees Greater Implementation in Europe and Increasing Divergence With the US

In this article, we reflect on key trends in ESG over the second half of 2024 and look ahead at trends that may emerge in 2025.

We …

Stock Exchange Rulemaking After the Fifth Circuit’s AFBR Decision

By James Fallows Tierney January 7, 2025 by renholding

Securities law often relies on stock exchanges and other self-regulatory organizations (SROs) to create rules that structure markets. The SEC reviews and must approve these rules if the agency finds they meet certain statutory requirements. SROs file over a thousand

…

SEC Commissioner Dissents on Recent SPAC Cases

By Mark T. Uyeda January 2, 2025 by renholding

Since July 2023, the Commission has brought three cases against special purpose acquisition companies (SPACs) and/or SPAC sponsors, charging them with fraud because they made false and misleading statements regarding the details of their communications with potential target companies. I …

1 Comment  

SEC Chair Gensler Discusses Customer Protection Rule

By Gary Gensler December 24, 2024 by renholding

Today [December 20], the Commission adopted amendments on the requirements for large broker-dealers to calculate and segregate their customer balances daily rather than weekly. I am pleased to support this adoption because it helps better protect customers in the event …

What Registered Investment Advisers Need to Know About New FinCEN Money-Laundering Rule

By Matthew Bisanz December 23, 2024 by renholding

As of January 1, 2026, registered investment advisers (RIAs) and exempt reporting advisers (ERAs) will face new regulatory obligations under the Financial Crimes Enforcement Network’s (FinCEN) final rule on anti-money laundering (AML) and countering the financing of terrorism (CFT).[1]…

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