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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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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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BlackRock

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 …

Does Stock Indexing Impede or Facilitate Arbitrage and Price Discovery?

By Panos N. Patatoukas and Byung Hyun Ahn March 2, 2023 by renholding

What is the effect of stock indexing on information arbitrage and the efficacy of the price discovery process? Forty-five years after John C. Bogle, the Vanguard Group founder, launched the world’s first index mutual fund, and 30 years after the …

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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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The Post-Jarkesy, Atkins SEC
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The Trump Family Crypto Business
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Reuters
Apple Mulls Raising iPhone Prices
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Bloomberg
AMC to Cut Tix Price on Wednesdays
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Wall Street Journal
Tax Plan Would Raise SALT Deduction
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Toyota Bears Brunt of Trump Tariffs
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New York Times
British Airways Buys 32 Boeing Planes
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SEC, Ripple Ink $50 Mln Settlement
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Securities Suit Based on a Murder
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Citi Faces $1 Bln Suit on Mexico Fraud
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Firm Loses Lawyers Over Trump Deal
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Texas Courts Mull Informal Fiduciaries
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EV Sales Streak Grinds to a Halt
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Apple Eyes Move to AI Browser Search
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OpenAI’s Plan B Poses Risks
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Reuters
China, U.S. to Talk Trade Saturday
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Covid Securities Suits Keep Coming
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Wall Street Journal
OpenAI Nixes For-Profit Conversion
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Bloomberg
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Texas Exchange Is Delaware Corp.
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Financial Times
U.S. Lawmakers Urge SEC to Delist Alibaba and Chinese Companies
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Delaware Corporate & Commercial Litigation Blog
Delaware Chancery OKs Contract Reformation Claim for Mutual Mistake
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Dealbook
Buffett Changed Investor Thinking
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A Nevada to Delaware Reincorporation
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SPACs May Be Back in 2025
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Texan Trio Charged in Ponzi Scheme
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No Jail for Unpaid SEC Settlement
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Reuters
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Bloomberg
EU to Offer Trade Proposals Next Week
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European Parliament Delays EU Sustainability Reporting Requirements
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Delaware Corporate & Commercial Litigation Blog
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Delaware Supreme Court Clarifies Indemnification-Claim Procedures
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Reuters
Amazon in White House Crosshairs over Report of Displaying Tariff Costs
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Dodgy Tether Now Crypto Darling
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Covid Effects Drive Securities Suit
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Elite Universities Join to Fight Trump
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New Chair Atkins Says SEC Has Enough Authority to Regulate Crypto
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Texas, Nevada Lure Delaware Firms
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Wall Street Journal
China’s Huawei Creates New AI Chip
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SEC Actions
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Paramount Mulls Merger Concessions
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Median CEO Pay Hits Record $16.8 Mln
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SEC Eyes Wall Street’s WhatsApp Use
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Reuters
US Calls Apple, Meta Fines “Extortion”
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Trump Fetes Top Meme-Coin Investors
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Dealbook
Top M&A Lawyer Arthur Fleischer Dies
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Mayor Adams Prosecutors Resign
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Dealbook
Boeing in $10 Bln Digital Business Sale
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Sidley Enhanced Scrutiny
U.S. Court Finds Sixth Amendment Right to Advancement of Legal Fees
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