Columbia Law School
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There is a common theme that unites the two proposals before us today: they both would operate to suppress the exercise of shareholder rights.
The proposed changes to our current proxy regime would make it more costly and more difficult
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SEC Commissioner Lee on Shareholder Rights
(When) Does Transparency Reduce Liquidity?
The catchphrase “too much information” can be applied in many circumstances, personal and social, but not, surely, in relation to financial markets.
It has long been held that greater transparency, thus more information, can only increase the volume of trading …
Introduction: Bill Allen As We Knew Him
The Best Corporate Law Judge of His Generation
Twenty some years before Bill Allen was appointed Chancellor of Delaware, Bayless Manning, a fine corporate law scholar, announced the death of corporate law “as a field of intellectual effort.” Manning described its focus as “our great empty corporation statutes …
To Bill Allen: A Final Tribute
Last weekend the corporate legal community lost one of its finest: former Delaware Chancellor and Professor at New York University School of Law, William T. Allen. For 12 years Bill Allen and I served together as judicial colleagues on the …
A Judge With the Confidence to Go in New Directions
Bill Allen was an extraordinary person – a great judge who recalibrated Delaware fiduciary law at a critical junction in its history; an enthusiastic and enlightening teacher who engaged with students who were not even born when he had already …
The Rise of Fiduciary Law as a Field of Study
In recent years, the study of fiduciary law has undergone a paradigm shift. Rather than treat fiduciary principles as subsidiary elements of various fields of law, such as trust law or corporate law, a burgeoning group of scholars has undertaken …
The Rise of the Mega-Law Firm: Some Reckless Reflections and Prickly Predictions
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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 …
Did Public Firms’ Financial Reporting Affect U.S. Manufacturing?
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 …
A Short History of the Choice-of-Law Clause
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 …
Technology Firms and the Limits on Regulatory Arbitrage
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 …
Arnold & Porter Discusses Federal Reserve Developments on Confidential Supervisory Information
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 …
Executive Compensation: Is It Corrupted?
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 Can Humans Work With Artificial Intelligence?
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 …
Protecting Against Protectionism in EU M&A
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 …
Assessing Why Compliance Programs Fail
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 …
The Case Against Infinite Arbitration Clauses
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, …
Does Public Ownership and Accountability Increase Diversity?
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 …
Arnold & Porter Discusses Insider Trading’s Personal Benefit Test After Martoma, Gupta, and Other Recent Cases
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 …