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This post comes to us from John C. Coffee, Jr., the Adolf A. Berle Professor of Law at Columbia University Law School and the Director of its Center on Corporate Governance. These slides accompanied a lunch address that he …
U.S. manufacturing employment fell by more than 40 percent over the last two decades, from 18 percent of the total U.S. workforce in 1997 to just 10 percent by 2018. Prior work identifies increased import competition from foreign competitors as …
The choice-of-law clause is now omnipresent. A recent study found that these clauses can be found in 75 percent of material agreements executed by large public companies in the United States. The popularity of such clauses in contemporary practice raises …
Regulatory arbitrage refers to structuring activity to take advantage of gaps or differences in regulations or laws. Examples include everything from tax shelters and shadow banking to the cross-border mobility of corporations. Scholarly discussion of regulatory arbitrage has tended to …
The Board of Governors of the Federal Reserve System (FRB) issued two notable documents over the past two weeks involving confidential supervisory information (CSI): a cease and desist order against a former bank employee for improper handling of CSI and …
There is a general view that executive compensation in corporate America is inefficient and corrupted. Discontent with executive pay is not a recent trend; rather, “scrutinizing, criticizing, and regulating high levels of executive pay has been an American pastime for …
How will artificial intelligence (AI) influence the workplace of the future and thereby the human working condition? The focus of this discussion has been on the rather tautological conclusion that many current jobs will eventually be performed by machines. In …
In a recent paper, we explore EU law covering EU cross-border mergers. These are typically more difficult and costlier than purely national mergers. Additionally, political hurdles can exist. In a time of global political and institutional transformations away from …
Compliance programs are ubiquitous and necessary in today’s institutions, yet these programs often fail to prevent misconduct. When investigating Michigan State University in the wake of the Larry Nassar scandal, for instance, the NCAA found no flaw with the university’s …
For decades, the Supreme Court has expanded the Federal Arbitration Act (FAA), and companies have inserted arbitration clauses in hundreds of millions of consumer and employment contracts. But in an article forthcoming in the University of Pennsylvania Law Review, …
For two generations, U.S. companies, regulators, and activists have grappled with how to increase employment diversity in large firms. Quotas and other explicit hiring targets have tended to fare poorly in the courts. Instead, diversity policies have come to focus …
On January 24, former SAC Capital Advisors portfolio manager Mathew Martoma petitioned the Supreme Court to review his 2014 conviction for insider trading. Martoma’s conviction stems from activity in 2008 when he paid a doctor from the University of Michigan …
Innovation and its main output, technology, are changing the way we work, socialize, vote, and live. New technologies have improved our lives and made firms more productive, raising living standards across the world. Thanks to progress in information technology, the …
In 2018, data privacy and cyber breaches made headlines throughout the year. Major companies continued to suffer data breaches, highlighting the risks and potential costs of cyber incidents across industries. At the same time, a growing and overlapping thicket of …
We summarize below the key impact of the federal government’s partial shutdown on M&A transactions, SEC and Investment Adviser filings and registrations, government contracts, and litigation. This information may change if the shutdown continues for a lengthy period.
In general, …
Gig workers, who are hired to complete a project, or “gig,” constitute a significant portion of the workforce. The McKinsey Global Institute states that gig workers make up between 20 and 30 percent of all workers in the U.S. and …
I suspect that most issues of contract interpretation call for the application of what Stefan Vogenauer has termed “universal hermeneutic truths”—that is, the search for meaning by going no further than “common sense” and how language is “commonly and naturally …
In September, former Uber executive Eric Alexander filed a complaint (the “Complaint”) against another former Uber executive, Rachel Whetstone. The Complaint alleges breach of a mutual non-disparagement clause in Whetstone’s separation agreement with Uber; a clause that Whetstone, during her …
There are two striking features about the ways in which contracts stemming from the electronic marketplace are adjudicated today. The first is the steady decline in the number of cases litigated in state court as compared with the federal forum. …
On September 23, 2018, the governor of California signed into law an amended version of the California Consumer Privacy Act of 2018 (CCPA),[1] which was originally enacted in late June 2018. The amendments are a partial response to extensive …