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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
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BlackRock

Executive Incentives Under Common Ownership

By Thomas Schneider June 3, 2025 by renholding

In recent years, legal scholars and economists have debated whether the rise of “common ownership” by large institutional investors dampens competition. The concern is that when asset managers such as the Big Three – BlackRock, Vanguard, and State Street – …

Comment  

The Perils of Founder Worship

By Jennifer S. Fan and Xuan-Thao Nguyen May 20, 2025 by renholding

In the world of startups, founders are often elevated to near mythical status – the force poised to disrupt entire industries. This adulation can grant founders extraordinary latitude in corporate control, especially in innovative and unregulated sectors like tech or …

Comment  

Wachtell Lipton Discusses Court Ruling that BlackRock’s Inclusion as Investment Manager Breaches ERISA Duty of Loyalty

By Martin Lipton, David A. Katz and Elina Tetelbaum January 22, 2025 by renholding

The District Court for the Northern District of Texas recently ruled that a company breached its fiduciary duties under the Employee Retirement Income Security Act of 1974 (“ERISA”) for permitting BlackRock’s inclusion as an investment manager of its employees’ retirement …

The Economics of Investor Engagement

By Davidson Heath, Daniele Macciocchi and Matthew C. Ringgenberg December 18, 2024 by renholding

Institutional investors such as mutual funds, pension funds, and exchange traded funds (ETFs) play a prominent role in today’s economy. According to the CFA Institute, institutional investors now hold over $70 trillion in investable assets and thus wield immense influence …

Are the Big Three Asset Managers Beneficial Stewards or Corporate Overlords?

By Ruth V. Aguilera, Kurt A. Desender and Mónica LópezPuertas-Lamy August 6, 2024 by renholding

In the corporate governance landscape, the influence of passive index funds and common ownership has become a focus of scholarly and public debate. As the largest asset management firms in the world, the Big Three (BlackRock, Vanguard, and State Street …

Wachtell Lipton Discusses Expansion of BlackRock’s Voting Choice Program

By Adam O. Emmerich, David A. Katz, Karessa L. Cain, Elina Tetelbaum and Carmen X.W. Lu July 12, 2024 by renholding

In recent years, one of the most significant developments in corporate governance has been the adoption and expansion of voting choice programs by the largest institutional investors.  Such changes have come in response to growing scrutiny and pressure from asset …

How Tesla Pumped the Vote

By Michael R. Levin July 1, 2024 by renholding

Tesla confronted an enormous challenge in winning support for the two controversial proposals at the 2024 Tesla annual meeting: to ratify CEO Elon Musk’s 2018 pay plan and to redomicile from Delaware to Texas. We thought it would take an …

1 Comment  

The Factors that Matter for Growth in Institutional Ownership

By Alon Brav, Dorothy S. Lund and Lin Zhao June 17, 2024 by renholding

The growth and concentration of the investment management industry has captivated the scholarly community. Recent scholarship has focused on the “Big Three” investment managers — Vanguard, BlackRock, and State Street Global Advisors — and charted their rapid accumulation of assets …

Will Systematic Stewardship Save the Planet?

By Zohar Goshen and Assaf Hamdani November 28, 2023 by renholding

The convergence of environmental urgency and the rising power of “universal owners” – asset managers with broad-based portfolios, such as BlackRock – has kindled the hope among academics and activists that universal owners will leverage their power to push companies …

Big Three (Dis)Engagements

By Dhruv Aggarwal, Lubomir Litov and Shivaram Rajgopal October 24, 2023 by renholding

Large asset managers play an outsized role in the corporate governance of the largest U.S. public firms. The Big Three (BlackRock, Vanguard, and State Street) collectively manage trillions of dollars of assets and own about a fifth of the average …

The Dialogue Between Corporations and Institutional Investors

By Giovanni Strampelli and Luca Enriques September 15, 2023 by renholding

With (minority) shares now concentrated in the hands of a relatively small number of institutions, institutional investors are expected to play an ever-increasing role in the governance of listed companies worldwide. However, it is uncertain whether institutional investors can actually …

How to Restore Shareholder Agency With Pass-Through Voting

By Georgia Stewart August 11, 2023 by renholding

Sign up for an investment account, and you will likely be presented with a dizzying range of investment products. The industry caters to investors with different risk appetites, savings pots, time horizons, ESG outlooks, religious commitments, and more. In some …

Wachtell Lipton Revisits the “New Paradigm” for Corporate Governance

By Martin Lipton, Steven A. Rosenblum, Karessa L. Cain, Elina Tetelbaum and Carmen X.W. Lu July 21, 2023 by renholding

In view of the attacks on “woke” corporations, ongoing legislative opposition to the consideration by investors and corporations of environmental, social and governance (ESG) issues, legal challenges to elements of ESG itself (notably, initiatives designed to further diversity, equity and …

The Uncertain Role of Institutional Investors in Promoting Corporate Diversity

By Jill E. Fisch May 2, 2023 by renholding

On March 7, 2017, the eve of International Women’s Day, State Street Global Advisors initiated its “Fearless Girl” campaign, an effort to increase the number of female directors on the boards of its portfolio companies.[1]According to State Street, …

Voting Choice for Fund Investors

By Andrey Malenko and Nadya Malenko April 18, 2023 by renholding

The tremendous growth of institutional investors, particularly large passive funds, has drawn attention to their role in corporate governance. Major investment advisers such as BlackRock, Vanguard, and State Street are among the largest shareholders in many publicly traded firms and …

Giant Asset Managers, the Big Three, and Index Investing

By Dorothy S. Lund and Adriana Z. Robertson April 13, 2023 by renholding

Within the world of corporate governance, there has hardly been a more important recent development than the rise of the Big Three asset managers — Vanguard, State Street Global Advisors, and BlackRock. Due to the popularity of index funds and …

Do Political Anti-ESG Sanctions Have Any Economic Substance?

By Shivaram Rajgopal, Anup Srivastava and Rong Zhao April 4, 2023 by renholding

In a recent paper, we examine the economic impacts of a new Texas law to throw light on whether the often-heated political debate over environmental, social, and governance (ESG) issues is empty political rhetoric or a reflection of substantive policy …

Stanford Law and the Corporate Social Voice

By Michael W. Peregrine March 31, 2023 by renholding

The recent controversy involving public speech at Stanford Law School suggests an appropriate, and pressing, topic to be addressed by the corporate social voice. Consistent with recent practice, corporations can serve their stakeholders by using the Stanford example to promote …

Wachtell Lipton Discusses Larry Fink’s Annual Letters to Investors

By Martin Lipton, Adam O. Emmerich, Kevin S. Schwartz, Sabastian V. Niles, Carmen X. W. Lu and Anna M. D'Ginto March 17, 2023 by renholding

For more than ten years, Larry Fink, Chairman and CEO of BlackRock, the world’s largest asset manager, has published separate annual letters — one to CEOs and another to BlackRock’s shareholders. This year, Fink combined the two letters into one…

Debevoise & Plimpton Discusses ESG and Antitrust

By Ted Hassi, Erica Weisgerber, Timothy McIver, Michael Schaper and Ulysses Smith March 8, 2023 by renholding

Companies, banks, insurers and asset managers are increasingly working together within their industries on environmental, social and governance (“ESG”) initiatives to achieve shared goals on climate change, labor rights and other social issues. In the eyes of many, collective action …

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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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Reuters
Democratic FCC Commissioner Blasts Paramount Settlement with Trump
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California Ditches Environmental Law
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DOGE Eyes SPACs, SEC Policies
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Vanguard to Split Into Two Advisers
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D&O Diary
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New York Times
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Suit Says Reddit Downplayed Impact of Google AI-Related Changes
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Financial Times
SEC Scraps Proposed Market Rules
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National Law Review
No Scotus Cert in Disgorgement Suit
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Delaware Supreme Court Nixes $400 Million Aiding, Abetting Judgment
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Business Law Prof Blog
What Is “Fraud” Anyway?
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Tariffs May Hike Prices $2000 Per Car
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Reuters
Google Faces EU Antitrust Setback
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Wall Street Journal
Trump Delays TikTok Ban a Third Time
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New York Times
WhatsApp Introduces Ads to App
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Reuters
Nippon Steel-U.S. Steel Deal Closes
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Delaware Supreme Court Says When Concealment Resets Limitation Period
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Bloomberg
Goldman Sachs Ditches Ban on SPACs
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Wall Street Journal
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Why Cybercriminals Targeting Law Firms with Voice Phishing
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Crypto Group Tron to Go Public
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Obscure Chinese Stock Scams Dupe Thousands of U.S. Investors
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Purdue Opioid Deal Wins State Approval
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OpenAI Tension With Microsoft Rises
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SEC Nixes Shareholder Proposal Plan
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Bloomberg
S&P 500 CEOs Turning to Bodyguards
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D&O Diary
Company Risks Rise in Global Trade War
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Bloomberg
Stablecoins Put Crypto Near Mainstream
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CoinDesk
Ripple Gets Back $75 Mln in Penalties
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Securities Regulation and Corporate Governance Monitor
SEC Announces Leadership Changes
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Update on Nevada Reincorporations
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Reuters
IPO Market Bounces Back
June 12, 2025
Wall Street Journal
Lawmakers Traded as Tariffs Imposed
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Crypto Enforcement Now Up to States
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Justice Department
DOJ Criminal Chief Speaks on FCPA
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Dealbook
Lawyer Richard Beattie Dies at 86
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What Can Directors Keep Private?
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Reuters
Scotus Rejects Challenge to FINRA
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Bloomberg
Senate GOP Plan Erases Audit Board
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D&O Diary
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Trump Vows Change Little at Law Firms
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SEC Says Existing Cuts Met DOGE Goal
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Wall Street Journal
DOJ Focus Narrows in FCPA Cases
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Disney Buys Comcast’s Hulu Stake
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Meta in Talks to Invest in Scale AI
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Japan Sees Progress in U.S. Tariff Talks
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DOGE Staffers Fear Getting DOGE’d
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Bloomberg
BlackRock, Vanguard in Collusion Case
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Structural Antitrust Remedies Are Back
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The Block
Digital CLARITY Act Faces Turbulence
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Madoff Scam Recovery Tops $15 Billion
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Bloomberg
Is CFTC Headed for One Commissioner?
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Delaware Chancery Addresses Preferred v. Common Conflict in Firm Sale
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Internal Affairs Doctrine in the Hot Seat
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New York Times
Germans Buy EVs but Shun Teslas
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FTC Returns to Structural Remedies
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Most CEOs Want a Director Gone
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Bloomberg
Ripple, Judge in Settlement Standoff
June 4, 2025

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