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  • John C. Coffee, Jr.: Event Contracts and Prediction Markets Comment bubble 3 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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Board of Directors

How Boards Can Get Ready for Climate Change

By Sophie L'Helias and Nina Hodzic November 1, 2018 by renholding

We are constantly reminded of the urgency to act as we witness the impact of climate-related events on peoples’ lives and their communities around the world.

The signing of the Paris Climate Agreement in 2016 was a watershed moment as …

Don’t Fear California’s New Board Gender Quota

By Sophie L’Hélias October 16, 2018 by renholding

On September 30, 2018, only hours before the deadline, California Gov. Jerry Brown signed bill SB 826, making his state the first in the U.S. to adopt board gender quotas for public companies.

The law requires listed companies headquartered in …

Bonfire of the Vanities–2018 Style: The Case of Elon Musk

By John C. Coffee, Jr. October 2, 2018 by renholding

Elon Musk came close to doing something truly unique. No, not his electric car. Rather, he was about to roll the dice with his shareholders’ equity.

Securities analysts estimate that somewhere between 25 and 35 percent of the value of …

Sullivan & Cromwell Discusses ISS’ 2018 Governance Principles Survey Results

By Stephen Wilson, Marc Treviño and Melissa Sawyer October 2, 2018 by pss2150

On September 18, 2018, Institutional Shareholder Services (ISS) released the results of the first half of its Annual Policy Survey.  The Annual Policy Survey is designed to gather feedback from stakeholders, including institutional investors, companies, corporate directors and other market …

Making Sustainability Disclosure Sustainable

By Jill E. Fisch September 10, 2018 by renholding

Issuers, investors, and regulators are paying increasing attention to corporate sustainability.  Commentators have proffered a variety of explanations for this attention ranging from the argument that corporations are morally obligated to act in a socially responsible manner to the claim …

Corporate Governance Reform in Post-Crisis Financial Firms: Two Fundamental Tensions

By Christopher M. Bruner September 5, 2018 by renholding

The manner in which financial firms are governed directly affects the stability and sustainability of both the financial sector and the “real” economy, as the financial crisis and associated regulatory reform efforts have tragically demonstrated.  However, two fundamental tensions continue …

Are Independent Board Members Necessarily Credible?

By Yvan Allaire August 8, 2018 by renholding

By the late 2000s, independent directors were in the majority on the boards of almost every type of U.S. organization. While this achievement may have improved corporate governance, it was not the panacea that some had anticipated, as subsequent events …

Wachtell Lipton Discusses Gender Diversity and Board Quotas

By David A. Katz and Laura A. McIntosh August 8, 2018 by renholding

California has made headlines this summer with legislative action toward instituting gender quotas for boards of directors of public companies headquartered in the state.  The legislation has passed the state senate; to be enacted, it must be passed by the …

How Stock Buybacks Can Affect Executive Compensation

By James Reda August 3, 2018 by renholding

The efforts by boards of directors to increase shareholder value often include buying back company stock. A stock buyback (“Stock Buyback” or “Buyback”) is the purchase by a company of its own stock, either on the open market or directly …

The Consequences of Restatements for Outside Directors

By Daniel Street July 13, 2018 by renholding

Serving on a public company’s board of directors carries responsibilities and risks as well as benefits for directors.  If directors do not carry out their duties effectively, they risk damaging their reputation, losing their board seats, and facing shareholder lawsuits.  …

Wachtell Lipton Discusses Boards’ Role in Sustainability and Corporate Social Responsibility

By David M. Silk, David A. Katz, Sabastian V. Niles and Carmen X.W. Lu July 3, 2018 by renholding

In light of evolving—and sometimes actively debated—perspectives on the role of public companies with respect to sustainability, corporate social responsibility and other ESG matters (e.g.,  Barron’s recent report on Sustainable Investing), we are providing a high-level overview …

How Non-Compete Agreements Affect CEO Mobility, Job Security, and Compensation

By Omesh Kini, Ryan Williams and Sirui Yin June 19, 2018 by renholding

Firms generate profits through investments in physical and human capital.  In legal regimes that recognize property rights, the firm generally has full ownership over its physical capital, as well as the right to future cash flows generated by these assets.  …

How Non-CEO Inside Directors Add Value After an Unplanned CEO Exit

By Laurie Krigman and Mia Li Rivolta June 18, 2018 by renholding

The CEO-firm match theory posits that the CEO labor market is efficient and competitive and that the matching between CEOs and firms is optimal. However, both anecdotal and empirical evidence show that CEO departures, particularly unplanned CEO departures, can be …

Wachtell Lipton Discusses the Pros and Cons of Directors’ Notes

By David A. Katz and Laura A. McIntosh June 15, 2018 by renholding

“To take notes or not to take notes – that is the question” often asked in corporate board rooms today. As a matter of good governance, it is important that the minutes serve as the single, clear, official record of …

Does Firing a CEO Pay Off?

By George Alexandridis, John A. Doukas and Christos Mavis June 14, 2018 by renholding

The chief executive officer (CEO) and the top management team are typically viewed as critical to the success or failure of companies. As it is not uncommon for top executives to make value-destroying decisions, the role of internal control mechanisms, …

Mergers and the Market for Busy Directors: A Global Analysis

By Stephen Ferris, Narayanan Jayaraman and Min-Yu (Stella) Liao June 12, 2018 by renholding

The issue of directors serving on multiple corporate boards has come under increasing scrutiny from both academicians and practitioners. There are two types of arguments associated with the conflicting evidence of how multiple directorships affect firm value and performance. The …

Cleary Gottlieb Discusses Long Term Investors’ Duty to Revive the Staggered Board

By Neil Whoriskey June 11, 2018 by renholding

Beyond the cacophonous din of voices calling for companies to serve a “social purpose,” adopt a variety of governance proposals, achieve quarterly performance targets, and listen to (and indeed even “think like”) activists, there is now, most promisingly, a call …

Product Markets Offer New Evidence on How Board Structure Affects Firm Performance

By Onur K. Tosun, Xiaoyuan Hu and Danmo Lin June 7, 2018 by renholding

In a new paper, we discuss our findings on how corporate board structure affects firm performance under different product market conditions. Though many studies have examined the relationship between corporate board structure and firm performance, some have found that board …

Latham & Watkins Discusses New SEC Guidance on Cybersecurity

By Jennifer C. Archie and Serrin Turner June 5, 2018 by renholding

With so much boardroom attention on cybersecurity, directors continue to focus on the Securities and Exchange Commission (SEC) guidance issued earlier this year and its implications. The guidance adds specific expectations for disclosure controls and incident response procedures, and reiterates …

Wachtell’s Lipton Shines a Spotlight on Boards for 2018

By Martin Lipton June 4, 2018 by renholding

The ever-evolving challenges facing corporate boards prompt an updated snapshot of what is expected from the board of directors of a major public company—not just the legal rules, but also the aspirational “best practices” that have come to have equivalent …

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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
Trump Embraces Australian Retirement System Backed by Larry Fink
July 12, 2026
Delaware Business Litigation Report
Delaware Supreme Court Clarifies Distinction Between Void and Voidable
July 12, 2026
Freshfields' A Fresh Take
Federal Regulators Propose New Rules for Payment Stablecoin Issuers
July 12, 2026
Financial Times
Big Tech to Face Big EU Fines for Consumer Protection Failures
July 12, 2026
Business Law Prof Blog
How Comment Letters Stack Up on SEC Semi-Annual Reporting Rule
July 12, 2026
Wall Street Journal
Netflix Exploring Live TV, Bundles
July 9, 2026
Bloomberg
Goldman Bans Staff From Prediction-Market Bets on Finance, War
July 9, 2026
Cleary Securities Watch
SEC Issues 2026 Rulemaking Agenda
July 9, 2026
Securities Regulation and Corporate Governance Monitor
SEC Guidance on Activism, Tender Offers, Proxy Matters, Crowdfunding
July 9, 2026
Business Law Prof Blog
The Latest on Reincorporations
July 9, 2026
Bloomberg
Supreme Court’s Originalism Is Dead
July 8, 2026
Wall Street Journal
Why Smucker’s Bet on Twinkie Flopped
July 8, 2026
Delaware Business Litigation Report
Chancery Applies “Heightened” Presumption of Director Independence
July 8, 2026
New York Times
Lawyer William D. Zabel Dies
July 8, 2026
D&O Diary
New Lawsuit Suggests Evolution in Cross-Border Securities Fraud
July 8, 2026
Wall Street Journal
U.S. Revokes Iranian Oil-Sales Waiver
July 7, 2026
Bloomberg
Fed Proposes Changes to Anti-Money Laundering Rules for Banks
July 7, 2026
D&O Diary
Private Credit Firm Sued Over Excessive Payment-in-Kind Fee
July 7, 2026
Sidley Enhanced Scrutiny
Chancery Rules Indemnification Can Fix Bad Purchase-Price Adjustment
July 7, 2026
Delaware Corporate & Commercial Litigation Blog
Delaware Chancery Clarifies Implied Covenant of Good Faith and Fair Dealing
July 7, 2026
Wall Street Journal
Banks Mull Deal to Shake Up Payments
July 6, 2026
Bloomberg
Toyota to Make Truck in Texas Not Mexico
July 6, 2026
Freshfields' A Fresh Take
SEC Expanding Regulatory Perimeter
July 6, 2026
Financial Times
Microsoft to Axe 4,800 Jobs
July 6, 2026
Deal Lawyers.com
Delaware Supremes Say Fraudulent-Reps Reliance OK Despite Diligence Gaps
July 6, 2026
Reuters
UK Budget Airline to Accept Takeover
July 5, 2026
Wall Street Journal
Why Billionaire Wants to Pay More Tax
July 5, 2026
Cleary Securities Watch
SEC Updates Debt Tender-Offer Rules
July 5, 2026
D&O Diary
Solar Panel Company Hit with Tariff-Related Securities Suit
July 5, 2026
Delaware Corporate & Commercial Litigation Blog
Delaware Chancery Harmonizes Conflicting Forum Selection Clauses
July 5, 2026
Reuters
US to End North American Trade Deal
July 1, 2026
Wall Street Journal
Scandals Shake Up McKinsey Board
July 1, 2026
Bloomberg
Exxon to Change Name Post-Redomicile
July 1, 2026
Financial Times
White House Lifts Anthropic Ban
July 1, 2026
D&O Diary
Federal Contractors Claim Fuzzy DEI Requirements Put Them at Risk
July 1, 2026
Delaware Corporate & Commercial Litigation Blog
The Key Delaware Corporate and Commercial Decisions of 2026 So Far
July 1, 2026
Bloomberg
TikTok Finalizes Addiction-Suit Deal
June 30, 2026
Cleary M&A Watch
Shareholder Activism at 2026 Midpoint
June 30, 2026
New York Times
AOL, Vimeo, Other Oldies Live Again
June 30, 2026
Financial Times
New “Claude” Seeks Pharma Revenue
June 30, 2026
D&O Diary
Securities Suits Up in Year’s First Half
June 30, 2026
Wall Street Journal
Remote Work Shrinks New-Grad Jobs
June 29, 2026
Dealbook
Comcast to Spin Off NBCUniversal
June 29, 2026
Financial Times
Scotus Rules Fed Governor Can Stay
June 29, 2026
D&O Diary
FTC, Then Shareholders, Sue Zillow
June 29, 2026
Yahoo Finance
SEC Probing PE Continuation Funds
June 29, 2026
Wall Street Journal
FIFA Ban a Stadium Sponsor Boon
June 28, 2026
Bloomberg
Flawed Robotaxis Making Headway
June 28, 2026
New York Times
OpenAI IPO May Wait Until Next Year
June 28, 2026
Cleary Securities Watch
Update on 2026 Shareholder Activism
June 28, 2026
Sidley Enhanced Scrutiny
Delaware Chancery Clarifies Limits of Delaware Notice Pleading
June 28, 2026
D&O Diary
Delaware Court: Bump-Up Clause Bars Shareholder-Suit D&O Coverage
June 28, 2026
D&O Diary
AI Governance Is a Fiduciary Duty
June 25, 2026
Justice Department
SPAC Ex-CEO Sentenced to 3 Years
June 25, 2026
Bloomberg
SEC Joins Prediction Market Fray
June 25, 2026
Deal Lawyers.com
Texas Biz Court Adresses “Affiliate” Under Drag-Along Rights Provision
June 25, 2026
Business Law Prof Blog
Nevada Starts Business Court Pilot
June 25, 2026
Bloomberg
Anthropic Accuses Alibaba of “illicitly” Accessing AI Models
June 24, 2026
Financial Times
Bitcoin Hits 20-Month Low
June 24, 2026
Cleary Securities Watch
CFTC Proposes New Rule on Oversight of Prediction Markets
June 24, 2026
D&O Diary
Case Shows How Pre-IPO Share Repurchases Create D&O Risks
June 24, 2026
Deal Lawyers.com
SEC Issues New CFI on Rights Listings in Business Combinations
June 24, 2026
Wall Street Journal
CEO Paydays Soar Past $200 Million
June 23, 2026
Bloomberg
Banks Capping Private Credit Exits
June 23, 2026
The Governance Beat
Audit-Committee Chair Top 10 Wishes
June 23, 2026
Financial Times
Paul Weiss Snags Bankruptcy Star
June 23, 2026
D&O Diary
Derivative Suit Alleges Uber is a “Serial Compliance Offender”
June 23, 2026
Wall Street Journal
SpaceX Readies Bond Market Debut
June 22, 2026
Bloomberg
Former Fed Chair Greenspan Dies
June 22, 2026
The Governance Beat
PwC Report Says Effective Governance Requires Boards and Management
June 22, 2026
D&O Diary
Texas Anti-ESG Effort Targets ISS
June 22, 2026
Deal Lawyers.com
U.S. Court Allows Shareholder Claims Over Regulatory Approval Disclosure
June 22, 2026
Reuters
Trump: Anthropic No Security Threat
June 21, 2026
Wall Street Journal
Hollywood Hits Pre-Pandemic Highs
June 21, 2026
Financial Times
Wars Drawing VCs to Defense Tech
June 21, 2026
D&O Diary
SEC’s Proposal to Ditch Quarterly Reporting Draws Heated Comments
June 21, 2026
Business Law Prof Blog
Delaware Chancery Issues First Decision Interpreting DGCL Section 144
June 21, 2026
Reuters
Startups Explore Orbital AI Data Centers
June 18, 2026
Bloomberg
AI Learns to Spot Toxic Bosses
June 18, 2026
Wall Street Journal
More Investors Seek Private Credit Exit
June 18, 2026
Financial Times
JPMorgan Cuts Claude Access in Asia
June 18, 2026
Deal Lawyers.com
Chancery Finds Selling Shareholders Didn’t Breach Right of First Refusal
June 18, 2026
Wall Street Journal
John Paulson Wins Puerto Rico Case
June 17, 2026
New York Times
Musk May Merge SpaceX, Tesla Next
June 17, 2026
The Governance Beat
Can SEC Act With Two Commissioners?
June 17, 2026
Financial Times
Trump Delays Jay Clayton Confirmation
June 17, 2026
Sidley Enhanced Scrutiny
Chancery Dumps Stockholder Claims as Derivative, Unripe, and Untimely
June 17, 2026
Bloomberg
Kalshi Aims to Expand Perpetual Futures
June 16, 2026
New York Times
SpaceX to Buy AI Startup for $60 Bln
June 16, 2026
D&O Diary
Securities Suit Over AI Hits Microsoft
June 16, 2026
Delaware Corporate & Commercial Litigation Blog
Chancery Offers Guidance on Enforcing, Changing Scheduling Orders
June 16, 2026
Business Law Prof Blog
The Latest in State Reincorporations
June 16, 2026
Wall Street Journal
Paramount Deal OK Stuns DOJ Staff
June 15, 2026
Delaware Business Litigation Report
Delaware Supreme Court Addresses Implied Covenant in Earnout Dispute
June 15, 2026
Freshfields' A Fresh Take
Climate-Disclosure Rescission Presages Fate of Other Disclosure Rules
June 15, 2026
D&O Diary
Bankruptcy and Securities Law Tangle in Class-Action Dismissal
June 15, 2026
Delaware Corporate & Commercial Litigation Blog
Chancery Clarifies Equitable Role in Setting Post-Judgment Interest
June 15, 2026
Bloomberg
Trump Taps New Top Wall Street Cop
June 14, 2026
D&O Diary
Private Credit Litigation Is Growing
June 14, 2026
Armstrong Teasdale Report
How SEC Chair’s First Year Has Gone
June 14, 2026
Bain Report
Private Equity Turnaround Deferred
June 14, 2026
Business Law Prof Blog
Buy Tesla Shares to Get SpaceX
June 14, 2026
Blog Roll Header
  • Business Law Prof Blog
  • Corporate & Securities Law Blog
  • DealLawyers
  • Delaware Corporate and Commercial Litigation Blog
  • Gibson Dunn Securities Regulation and Corporate Governance Monitor
  • Harvard Law School Forum on Corporate Governance
  • How Appealing
  • PubCo @ Cooley
  • Securities Docket
  • Sidley Enhanced Scrutiny Blog
  • The D&O Diary
  • Truth on the Market
  • White Collar Crime Prof Blog
The Blue Sky Blog is Sponsored by Columbia Law School's Center on Corporate Governance.
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