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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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The Effect of Gig Workers on Stock Prices

By Kelly Carter January 11, 2019 by renholding

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 …

How Institutional Cross-Ownership Affects Corporate Financing of Investment Opportunities

By Yangyang Chen, Qingyuan Li and Jeffrey Ng June 27, 2018 by renholding

Public firms are increasingly connected through institutional investors’ stock ownership, largely due to individual investors who invest excess cash and retirement savings through financial institutions. Firms with institutional cross-ownership have institutional stockholders with significant stakes in other firms within the …

How Dual-Class Share Structures Create Agency Costs

By Kirby Smith January 5, 2018 by renholding

A number of companies have recently gone public with dual-class share structures, allowing founders to retain control. Most of these companies’ articles of incorporation contain a provision that requires any merger consideration to be distributed pro rata among all shareholders. …

Making Sense of Corporate Governance in U.S. Firms

By Dina F. El Mahdy December 16, 2016 by renholding

Corporate governance has become even more important since the collapse of major firms in the 1990s and the global financial crisis of 2007-2008, and the relationship between financial reporting and the capital markets is a big reason why. The debate …

Gibson Dunn discusses Shareholder Activism in Mideast and North Africa

By Fraser Dawson and Nasser Haddad October 19, 2016 by Jeff Himelson

Shareholder activism is common in Western financial markets, where it is used to try to create shareholder value. Numerous studies on activism have found mixed results: while some validate the value creation claim and find activism beneficial, others conclude activism …

The Impact of Go-Shop Provisions in Merger Agreements

By Sridhar Gogineni and John Puthenpurackal June 21, 2016 by ilyabeylin

Target firms typically employ either an auction or a negotiation method during merger negotiations. In auction deals, the pre-public takeover process involves contacting several potential bidders, signing confidentiality/standstill agreements and accepting private bids. In negotiation deals however, the target engages …

Disciplining Corporate Boards and Debtholders Through Targeted Proxy Access

By Michelle M. Harner May 11, 2016 by ilyabeylin

Corporate directors inevitably must make real-time decisions on complex and nuanced matters that impact not only the company, but also the company’s various stakeholders—e.g., shareholders, creditors, and employees.  The pressure cooker that often is the corporate boardroom is not for …

How Do LLC Owners Contract Around Default Statutory Protections?

By Peter Molk May 4, 2016 by ilyabeylin

Limited liability companies, or LLCs, have quickly become the form of choice for new businesses.  Companies ranging from the well known, like Chrysler, to the more experimental, such as French fry vending machine makers, to local flooring installers all organize …

A Private Law Defense of the Ethic of Zeal

By Charles Silver April 26, 2016 by ilyabeylin

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 …

What Drives Corporate Inversions?

By Burcin Col, Rose Liao and Stefan Zeume April 18, 2016 by ilyabeylin

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.  …

How Do Independent Directors View Powerful CEOs? Evidence From a Quasi-Natural Experiment

By Pornsit Jiraporn, Seksak Jumreonwong, Napatsorn Jiraporn and Simran Singh April 14, 2016 by ilyabeylin

There has been a recent surge in scholarship on the issue of concentration of power in the CEO, and the subsequent consequences for shareholder wealth maximization and board primacy. There is a general consensus among scholars that, in general, more …

The Bug at Volkswagen

By Charles M. Elson, Craig Ferrere and Nicholas J. Goossen April 8, 2016 by ilyabeylin

Corporate governance scholarship has long consid­ered the problems that arise in public companies with dispersed ownership. But the automaker Volkswagen does not suffer from a dispersed ownership structure. In fact, it has several strong and highly active owners. The Porsche …

The Threat of Hedge Fund Activism Disciplines Managers and Benefits Shareholders. But What Happens to Creditors?

By Felix Zhiyu Feng, Qiping Xu and Heqing Zhu April 6, 2016 by ilyabeylin

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 …

CEO’s Inside Debt and Dynamics of Capital Structure

By Eric R. Brisker and Wei Wang March 25, 2016 by ilyabeylin

A widely-held view in financial economics is that CEOs holding a non-diversified wealth portfolio tied to the firm are likely to be more risk-averse when making corporate decisions than what diversified shareholders would prefer. To reduce this divergence in attitude …

Re-Examining the Business Judgment Rule from a Comparative Perspective: Is it Really in the Shareholders’ Interest?

By Aurelio Gurrea-Martínez February 26, 2016 by ilyabeylin

One of the most remarkable features of US corporate law–at least, from the perspective of a foreign scholar–is the power given to the board of directors. Under current US corporate law (especially, in Delaware), the authority of the board of …

The Association Between Corporate General Counsel and Firm Credit Risk

By Charles Ham and Kevin Koharki February 25, 2016 by ilyabeylin

The role of the corporate general counsel (GC) has evolved over the past several decades. Traditionally, the GC served as an internal monitor via his/her gatekeeping functions to ensure that firms and their personnel acted legally and responsibly in business …

Piling on? An Empirical Study of Parallel Derivative Suits

By Stephen J. Choi, Jessica Erickson and Adam C. Pritchard February 4, 2016 by ilyabeylin

When it comes to corporate litigation, is more necessarily better? The legal system has developed a broad array of litigation options to address corporate wrongdoing. Under state law, shareholders can file a derivative suit or class action alleging that directors …

Arthur J. Gallagher discusses Study of 2014 Short- and Long-Term Incentive Design Criterion

By James F. Reda, David M. Schmidt and Kimberly A. Glass February 3, 2016 by ilyabeylin

In order to investigate what (and how much) is being reported in annual proxy statements about executive pay packages and how incentive pay is designed, Arthur J. Gallagher & Co.’s Human Resources & Compensation Consulting Practice (formerly James F. Reda …

CEO Power, Government Monitoring, and Bank Dividends

By Enrico Onali, Ramilya Galiakhmetova, Philip Molyneux and Giuseppe Torluccio January 28, 2016 by ilyabeylin

In September 2007, Northern Rock, a British bank, sought and received liquidity support from the Bank of England because of financial difficulties resulting from the global financial crisis. As a result of mounting political pressure that Northern Rock was exploiting …

The Governance of Publicly Traded LLCs

By Suren Gomtsian January 5, 2016 by ilyabeylin

The limited liability company (LLC) is not only a widespread business form for non-listed firms but also is used by listed companies. There were twenty publicly traded US LLCs in September 2013—all formed in Delaware. Two more Delaware LLCs have …

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Each business day, our team sifts through blog posts, news stories, and other sources to keep up-to-date on relevant recent developments. The following links will take you to our recommended selections. To see the sources we follow click Filter Sources.

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Bloomberg
Fears of Trillion-Dollar AI Bubble Grow
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Reuters
Tesla’s “Affordable” Models Are Not
October 7, 2025
Wall Street Journal
Megabanks Drive Regionals to Merge
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Cooley M&A
Shutdown Stalls Antitrust Enforcers
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Dealbook
NYSE Parent to Buy Stake in Prediction Market Operator Polymarket
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Cleary M&A Watch
How a Retail Voting Program Works
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FTC Challenges Zillow-Redfin Deal
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Deal Lawyers.com
Chancery Lets Fiduciary Duty Claims Proceed in Microsoft-Activision Deal
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Bitcoin Crosses Fresh Record High
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Startups Eating Big Food’s Lunch
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Trump Eyes Greenland Rare-Earth Firm
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Delaware Chancery M&A Suit Settlements Rise in Number and Value
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How EU, California AI Acts Overlap
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Securities and Exchange Commission
Prophecy Asset Mgmnt Sued for Fraud
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Reuters
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Reuters
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Automakers Extend $7,500 EV Discount
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Securities Regulation and Corporate Governance Monitor
How Shutdown Affects SEC Operations
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Chancery Says Late Statement Doesn’t Waive Post-Closing Adjustment
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Bloomberg
Pfizer Gets Three-Year Tariff Reprieve
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Wall Street Journal
Boeing Starts on 737 MAX Replacement
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Reuters
AstraZeneca’s U.S. Listing May Pull Other Companies from London
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D&O Diary
Bankruptcy Statistics Prompt Worry
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Bloomberg
Atkins Touts SEC-CFTC Crypto Work
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Bloomberg
Google Settles Trump Suit for $24.5 Mln
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Wall Street Journal
Javice: 7 Years for Fraud on JPMorgan
September 29, 2025
Dealbook
EA’s $55 Bln Buyout Is Biggest Ever
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The Governance Beat
Texas Probes ISS, Glass Lewis on ESG
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Financial Times
Let Market Set Reporting Frequency
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Bloomberg
EA Buyout Talk Highlights Gaming Fall
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Reuters
Boeing Settles Wrongful-Death Suit
September 28, 2025
Wall Street Journal
Regulators Scrutinize Unusual Trading Ahead of Crypto-Treasury Deals
September 28, 2025
Business Law Prof Blog
Nevada Forms Biz Court Commission
September 28, 2025
Bloomberg
Trump Order Puts TikTok at $14 Billion
September 25, 2025
Wall Street Journal
Autos Flash US Economy Warning Sign
September 25, 2025
Cleary M&A Watch
To Arbitrate or Not? Firms Can Choose
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Dealbook
Germany Woos Indian Workers US Scared
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Freshfields' A Fresh Take
SEC Case Tests Private Fund Managers
September 25, 2025
MSNBC
Comey Indictment Expected Soon
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Bloomberg
Intel Seeks Investment From Apple
September 24, 2025
Wall Street Journal
Trial Lawyers Breaking Up With Big Law
September 24, 2025
The Governance Beat
ExxonMobil Files Solicitation Materials for Retail Opt-In Voting Program
September 24, 2025
Insurance Journal
SEC: Online RadioShack a Ponzi Scheme
September 24, 2025
Wall Street Journal
Sinclair, Nexstar Won’t Air Kimmel
September 23, 2025
Delaware Business Litigation Report
Chancery Partially Vacates Expert’s Findings in Acquisition Price Dispute
September 23, 2025
Dealbook
New Meta PAC Aims to Boost AI
September 23, 2025
Bloomberg
No Quarterly Reports Portends Shakeup
September 23, 2025
Bloomberg
SEC Chief Seeks Crypto Rule Exemption
September 23, 2025
Bloomberg
IPOs Revive, Private Market Still Soars
September 22, 2025
Reuters
Nvidia to Put Up to $100 Bln in OpenAI
September 22, 2025
Wall Street Journal
Treasury Boss Hints at Argentina Rescue
September 22, 2025
New York Times
H-1B Visa Tiff Roils Firms, Geopolitics
September 22, 2025
D&O Diary
Killing Quarterly Reports Is a Bad Idea
September 21, 2025
Bloomberg
SEC Drops Allen Stanford-Related Case
September 21, 2025
Delaware Corporate & Commercial Litigation Blog
Chancery: Personal CEO Data Irrelevant
September 21, 2025
Deal Lawyers.com
How Big Beautiful Bill Affects M&A
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Business Law Prof Blog
Texas Puts Culture Over Governance
September 21, 2025
Wall Street Journal
California Seeks End to Oil Firms Exit
September 18, 2025
Bloomberg
FTC Sues Ticketmaster, Live Nation Over Ticket Resales
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Reuters
Nvidia Takes $5 Billion Stake in Intel
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Delaware Business Litigation Report
Delaware Chancery Dismisses Suit for Failure to Claim Demand Futility
September 18, 2025
MSN
Ex-SEC Chair Warns Twice-a-Year Reporting Will Make Markets Volatile
September 18, 2025
Reuters
Fed Cuts Interest Rates, More to Come
September 17, 2025
Dealbook
Fed Chair Has Internal Challenges Too
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The Governance Beat
SEC Warns Foreign Firms on Accounting
September 17, 2025
Wall Street Journal
End to Quarterly Reports No Sure Bet
September 17, 2025
Business Law Prof Blog
SEC OKs Arbitration in Bylaws, Charter
September 17, 2025
D&O Diary
Courts Slam Lawyers’ AI Misuse
September 16, 2025
Bloomberg
SEC, Winkelvosses to End Crypto Suit
September 16, 2025
Reuters
Trump Seeks End to Quarterly Reports
September 16, 2025
Securities Regulation and Corporate Governance Monitor
SEC OKs Retail Shareholder Voting Program for Standing Voting Directions
September 16, 2025
Sidley
How Universal Proxy Changed Contests
September 16, 2025
Cleary M&A Watch
House Financial Services Committee Previews Possible 14a-8 Reform
September 15, 2025
Delaware Business Litigation Report
Chancery Nixes Insider Trading Claims for Demand-Futility Pleading Fail
September 15, 2025
Dealbook
Robinhood Bets Again on Opening Up Private Markets
September 15, 2025
Financial Times
SEC Boss Scraps Bold Enforcement Plan
September 15, 2025
Insurance Journal
Attacks on SEC Climate Rule Paused
September 15, 2025
Wall Street Journal
UnitedHealth Spends Big to Mollify DC
September 14, 2025
New York Post
UBS Eyes US Move to Skirt Swiss Regs
September 14, 2025
D&O Diary
SOX’s Ethics Reporting Hotlines Endure
September 14, 2025
Yahoo Finance
SEC to Nix Case Against Nikola CEO
September 14, 2025
Business Law Prof Blog
SEC May OK Arbitration in Bylaws
September 14, 2025
Wall Street Journal
Microsoft, OpenAI to Extend Partnership
September 11, 2025
Bloomberg
Paramount Readies Warner Bros. Bid
September 11, 2025
Dealbook
Klarna Debut Suggests IPO Revival
September 11, 2025
Securities and Exchange Commission
New Corporation Finance Chief Named
September 11, 2025
McDermott Will
DOJ, FTC Speed Up Merger Reviews
September 11, 2025
Bloomberg
SEC Near Dual-Class Fund Decision
September 10, 2025
Delaware Business Litigation Report
Delaware Chancery Finds Class Rep Sought Excessive Incentive Award
September 10, 2025
ThinkAdvisor
SEC Sued Over Accredited Investor Rule
September 10, 2025
Financial Times
SEC Targets Firms Tied to Suspected Chinese Pump and Dump Scam
September 10, 2025
Corporate & Securities Law Blog
Ninth Circuit Clarifies the SEC’s Disgorgement Standard
September 10, 2025
Wall Street Journal
Inflation Erased Income Gains Last Year
September 9, 2025
Bloomberg
Trump Floats New China, India Tariffs
September 9, 2025
D&O Diary
What Happens to Parallel Derivative Suits If Securities Class Actions Settle?
September 9, 2025
Cointelegraph
Senate Bill: Token Stocks Are Securities
September 9, 2025
Delaware Corporate & Commercial Litigation Blog
Delaware Supreme Court Clarifies Requirements for Aiding and Abetting
September 9, 2025
Freshfields' A Fresh Take
FTC Temu Case Clarifies INFORM Act
September 8, 2025
The Governance Beat
Big Three Split Stewardship in Two
September 8, 2025
The FinReg Blog
Crypto Everything Everywhere at Once
September 8, 2025
Securities and Exchange Commission
Cross-Border Task Force to Fight Fraud
September 8, 2025
CoinDesk
Nasdaq Seeks SEC OK on Stock Tokens
September 8, 2025

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