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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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Editorial Board John C. Coffee, Jr. Edward F. Greene Kathryn Judge

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boards of directors

What NASDAQ Disclosures Reveal About LGBTQ+ Representation and Overall Diversity in the Boardroom

By Fabrice Houdart October 13, 2023 by renholding

A ground-breaking study provides new data about diversity on the boards of directors of 3,031 companies (representing 2,503 U.S. and 528 foreign firms) listed on the NASDAQ stock exchange.

The demographic information in the study is based on voluntary self-identification …

A New Call to Shape and Adapt Boardroom Culture

By Michael W. Peregrine October 6, 2023 by renholding

In a significant corporate governance development, the National Association of Corporate Directors (“NACD”) has released a new report addressing the important role that culture plays in promoting effective governance discourse.

NACD describes the report as a “call to action” for …

The Argument for Strong Board Oversight of Artificial Intelligence

By Michael W. Peregrine and Alya Sulaiman July 28, 2023 by renholding

Corporate governance can play an important role in a company’s approach to machine learning technologies such as artificial intelligence (“AI”) and in the mitigation of risks associated with their use.

A thoughtfully developed governance structure for AI will reflect oversight, …

1 Comment  

Pay for Prudence

By Salman Arif, John Donovan, Yadav Gopalan and Arthur Morris July 27, 2023 by renholding

Financial crises are often followed by debates about whether bankers’ incentives helped create distress in the financial sector.  We contribute to this debate by documenting the extent to which bankers’ pay contains prudence-related targets, the association between those targets and …

Shearman & Sterling Discusses Personal Liability in UK of Directors for Climate Strategy

By Elise Edson, Ben Shorten, Julia Derrick, Trinh Chubbock and Jonathan Swil March 20, 2023 by renholding

In a potentially precedent-setting case, 11 directors of global energy company Shell Plc (formerly Royal Dutch Shell Plc) [1] are being sued in their personal capacity over the company’s energy transition strategy. The claim, which has been filed in the …

Covington Discusses Corporate Political-Disclosure Shareholder Proposals

By Robert Kelner, Matthew Franker, Zachary G. Parks and Mellissa Campbell Duru February 27, 2023 by renholding

The 2023 proxy season is underway for public companies and their investors. Corporate secretaries, lawyers, and executives are actively engaged in the SEC’s shareholder proposal process. Consistent with recent proxy seasons, a significant number of companies are receiving proposals calling …

Board Committee Charters and ESG Accountability

By Lisa M. Fairfax February 16, 2023 by renholding

Increasing corporate focus on environmental, sustainability, and governance (“ESG”) has prompted considerable criticism from across the ideological spectrum.  Those who disagree with that focus – viewing it as a breach of fiduciary duty and antithetical to profit maximization – have …

Making Audit Committee Disclosure More Transparent Requires Investor Feedback

By Lauren Cunningham, Sarah Stein, Kim Walker and Karneisha Wolfe January 12, 2023 by renholding

The role of the audit committee in a company’s board of directors has changed significantly since the passage of the Sarbanes-Oxley Act of 2002 (SOX). Traditionally, audit committees have overseen the company’s independent auditor, the internal audit function, and other …

Do Individual Directors Matter?

By Dipesh Bhattarai, Matthew Serfling and Tracie Woidtke November 17, 2022 by renholding

A fundamental question in corporate governance research is whether the board of directors affects firm value. Some argue that directors contribute no additional value to the firm and may even lower its value if they act only as a rubber …

How Director and Officer Liability Affects Corporate Tax Avoidance

By Sarfraz Khan, Sung-Jin Park, Stan Veliotis and John K. Wald October 12, 2022 by renholding

In a recent paper, we use the law protecting directors and officers of Nevada-incorporated firms from liability to study how such laws relate to corporate tax avoidance. Under the 1987 law, those directors and officers are liable only if …

Skadden Discusses How Directors, Officers, and Other Fiduciaries Can Deal With Inflation and Market Turmoil

By Van C. Durrer II October 10, 2022 by renholding

Directors, officers and other fiduciaries (together, “fiduciaries”) owe two primary duties to a corporation and its shareholders: the duty of loyalty and the duty of care. The duty of loyalty requires that fiduciaries make business judgments in the honest and …

The Role of Transaction Costs in Common Ownership

By Kenneth Khoo July 21, 2022 by renholding

“Common Ownership” arises when shareholders hold substantial stakes in different firms that impose externalities on each other, and it challenges the assumption that firms act to maximize their own profits. While firm decisions are ordinarily made by its board of …

Skadden Discusses Court Decision Striking Down Women on Boards Law

By Virginia Milstead May 20, 2022 by renholding

On May 13, 2022, a judge of the Los Angeles County Superior Court ruled in Crest v. Padilla, Case No. 19STCV27561, that California’s statute requiring California-based public companies to have one to three women on their boards of directors (S.B. …

ISS Discusses Japanese Board Independence and Diversity

By Taketoshi Yoshikawa April 28, 2022 by renholding
A recent ISS analysis of Japanese board composition finds a marked uptick in board independence and female board representation. At the close of Japan’s March 2022 “mini-season”, ISS found a 13percentage point jump in companies with at least a one-third
…

Wachtell Lipton Puts Spotlight on Boards: Spring 2022 Update

By Martin Lipton, Steven A. Rosenblum, Karessa L. Cain and Hannah Clark April 21, 2022 by renholding

The ever-evolving challenges facing corporate boards prompt periodic updates to a snapshot of what is expected from the board of directors of a public company—not just the legal rules, or the principles published by institutional investors and various corporate and …

Boardroom Gender-Diversity Reforms and Institutional Monitoring

By Larry Fauver, Mingyi Hung, Alvaro G. Taboada and Emily Jing Wang April 11, 2022 by renholding

The past decade has seen an explosion of boardroom gender diversity reforms worldwide. As of 2014, 23 countries have amended governance codes and 14 countries have enacted laws to increase gender diversity on corporate boards. While investors play a critical …

Exequity Discusses Board Committee Oversight of ESG

By Ben Burney and Emily Brown March 30, 2022 by renholding

Over the past two years, Environmental, Social, and Governance (ESG) matters have become an increasingly important issue in the boardroom. This trend is accelerating today as a growing number of investors and stakeholders expect companies to both produce strong stock …

Does Media Exposure Affect Financial Reporting Quality Through Auditors?

By Steven Cahan, Chen Chen and Rencheng Wang March 24, 2022 by renholding

The media play an important role in capital markets. Media coverage can attract the attention of investors and the public at large and affect the decisions of management. As such, the media can have a corporate governance role in disciplining …

ISS Discusses Women on California Boards

By Paul Hodgson March 15, 2022 by renholding

Since 1995, US presidents have issued a series of annual proclamations designating March as Women’s History Month to celebrate the contributions women have made to the US and recognize the specific achievements women have made over the course of American

…

Skadden Discusses Delaware Law Authorizing Captive Insurance for D&O Coverage

By Allison L. Land, Edward B. Micheletti and Peter Luneau February 18, 2022 by renholding

On February 7, 2022, Delaware’s governor signed a bill amending the Delaware General Corporation Law (DGCL) to expressly authorize Delaware corporations to purchase and maintain directors’ and officers’ (D&O) liability insurance by or through captive insurance companies. This amendment, described …

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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
Comcast Bid Seeks to Merge NBCUniversal With Warner Bros.
December 2, 2025
Delaware Business Litigation Report
Chancery Dismisses Challenge to Real Estate Investment Fund Capital Call
December 2, 2025
D&O Diary
Big AI Investments Mute Tariff Impact
December 2, 2025
Law.com
SEC Closes New Fyre Festival Probe
December 2, 2025
Securities Regulation and Corporate Governance Monitor
California Says It Will Not Enforce Climate-Related Risk Reporting Law
December 2, 2025
Bloomberg
Trump Commutes Sentence of GPB Capital Founder David Gentile
December 1, 2025
Wall Street Journal
Court Upholds U.S. Attorney Ouster
December 1, 2025
Reuters
Airbus Hit With New A320 Problem
December 1, 2025
Dealbook
OpenAI Takes Stake in Thrive Holdings
December 1, 2025
Reuters
Black Friday Sales Hit Record High
November 30, 2025
D&O Diary
Delaware Legal Fee Awards Excessive?
November 30, 2025
Bloomberg
SEC Power to Recoup Illegal Profits at Risk as Supreme Court Eyes Case
November 30, 2025
Delaware Corporate & Commercial Litigation Blog
Delaware Chancery Finds Waiver of Privilege Despite Inadvertent Disclosure
November 30, 2025
Business Law Prof Blog
“In Connection With” Strikes Again
November 30, 2025
Cleary M&A Watch
Court Blocks California Climate Rules
November 25, 2025
Dealbook
Fed, Big Tech Lift Investors’ Spirits
November 25, 2025
Wall Street Journal
Four Apple Executives Are Top Contenders to Succeed CEO Tim Cook
November 25, 2025
Reuters
Alphabet Nears $4 Trillion Market Value
November 25, 2025
Bloomberg
Hassett Emerges as Fed Frontrunner
November 25, 2025
Wall Street Journal
U.S. to Skip Publication of Initial Third-Quarter GDP Estimate
November 24, 2025
Bloomberg
Comey, James Charges Dismissed
November 24, 2025
Freshfields' A Fresh Take
OFAC Sanctions Colombia’s President
November 24, 2025
Cooley Securities Regulation
SEC Chair Offers Vision for Crypto Regs
November 24, 2025
Corporate & Securities Law Blog
Delaware Courts Limit Noncompete Enforcement in Incentive Plans
November 24, 2025
Dealbook
UK Daily Mail Owner to Buy Telegraph
November 23, 2025
Corporate Governance
SEC Posts First “Reasonable Basis” Notice for Pending No-Action Request
November 23, 2025
Cleary Enforcement Watch
SEC 2026 Exam Priorities Change Little
November 23, 2025
Financial Times
Make Insider Trading Thing of the Past
November 23, 2025
Delaware Corporate & Commercial Litigation Blog
Delaware Chancery Levies Fees for Lack of Candor Causing Discovery Abuses
November 23, 2025
Bloomberg
Trump Plans Offshore Drilling Expansion
November 20, 2025
New York Times
Yen for Low Prices Boosts Walmart Sales
November 20, 2025
Freshfields' A Fresh Take
BIS Suspends “Affiliates Rule” on Exports
November 20, 2025
The Governance Beat
Ninth Circuit Temporarily Freezes California Climate Reporting
November 20, 2025
Sidley Enhanced Scrutiny
Delaware Chancery Limits Personal Jurisdiction in Crypto Theft Case
November 20, 2025
Bloomberg
Nvidia’s Huang Dismisses Bubble Fears
November 19, 2025
Reuters
Trump Mulls Preempting State AI Laws
November 19, 2025
Wall Street Journal
October Jobs Data Not Forthcoming
November 19, 2025
New York Times
Saudi Arabia Backs Elon Musk’s xAI
November 19, 2025
Brookings
Merge CFTC, SEC to Regulate Digital
November 19, 2025
Cleary M&A Watch
The Latest on No-Action Letter Changes
November 18, 2025
Wall Street Journal
Meta Defeats FTC Antitrust Case
November 18, 2025
Bloomberg
Elliott Wins CEO Change at Rexford
November 18, 2025
D&O Diary
SEC Enforcement Actions Decline
November 18, 2025
Reuters
SEC Eases 2026 Crypto Sector Exams
November 18, 2025
Wall Street Journal
Firm Layoff Tactics Keep Changing
November 17, 2025
New York Times
Crypto Flooded With Dirty Billions
November 17, 2025
The Governance Beat
SEC Exits Investor Proposal Processing
November 17, 2025
Delaware Corporate & Commercial Litigation Blog
Chancery Rules Bank Directors Face Liability for Illegal Overdraft Issue
November 17, 2025
Business Law Prof Blog
The Latest on Delaware Corporate Exits
November 17, 2025
Bloomberg
Zero-Day Options Limit Stock Rallies
November 16, 2025
Securities and Exchange Commission
Deputy Enforcement Chief Exits SEC
November 16, 2025
Securities Regulation and Corporate Governance Monitor
SEC Registration Tips Post-Shutdown
November 16, 2025
Deal Lawyers.com
Coinbase DExits to Pro-Crypto Texas
November 16, 2025
Business Law Prof Blog
How Trump Can Hurt Proxy Advisers
November 16, 2025
Bloomberg
Warner Bros. Shields CEO Pay in a Sale
November 13, 2025
Reuters
Verizon to Cut About 15,000 Jobs
November 13, 2025
Wall Street Journal
Paramount, Comcast, Netflix Prepare Bids for Warner as Deadline Nears
November 13, 2025
New York Times
UK OKs Small Nuclear Reactor in Wales
November 13, 2025
The Governance Beat
White House Mulls Proxy Adviser Limits
November 13, 2025
Bloomberg
October Jobs, CPI Data Reveal Unlikely
November 12, 2025
Wall Street Journal
U.S. Mints Its Final Pennies
November 12, 2025
The Governance Beat
Microsoft Excludes Shareholder Proposal Without No-Action Relief
November 12, 2025
The Block
SEC Chair Unveils “Token Taxonomy”
November 12, 2025
Deal Lawyers.com
Delaware Chancery Rules M&A Choice-of-Law Clause Covers Defamation
November 12, 2025
Bloomberg
CFPB Says Money Poised to Run Out
November 11, 2025
The Governance Beat
More Vanguard Funds Get Voting Choice
November 11, 2025
Washington Post
DOJ Struggles as Thousands Exit
November 11, 2025
Dealbook
SoftBank Sells Nvidia Stake to Pay for AI
November 11, 2025
D&O Diary
Backdoor Class Actions Thriving in UK
November 11, 2025
Wall Street Journal
Tariff Case May Define Scotus Chief
November 10, 2025
Bloomberg
BlackRock Faces 100% Private Loan Loss
November 10, 2025
Dealbook
Will Musk Get the $1 Trillion?
November 10, 2025
D&O Diary
First Brands Sues Founder: Misconduct
November 10, 2025
ThinkAdvisor
Is SEC Regulation by Enforcement Dead?
November 10, 2025
Bloomberg
Inflation Data Fog Thickens for Fed
November 9, 2025
Reuters
Retailers Promise Cheaper Thanksgiving
November 9, 2025
Wall Street Journal
Visa, Mastercard Near Merchants Deal
November 9, 2025
Dealbook
Debt Has Entered the AI Boom
November 9, 2025
D&O Diary
Tariffs Securities Suit Hits Carmax
November 9, 2025
Wall Street Journal
Europe Probes Nasdaq Over Antitrust
November 6, 2025
Bloomberg
Bayer Weighs Roundup’s Demise
November 6, 2025
Reuters
Tesla Shareholders OK $1 Trln Musk Pay
November 6, 2025
New York Times
UK Faces Up to Hard Economic Choices
November 6, 2025
D&O Diary
Should Securities Suits Go to Trial?
November 6, 2025
Bloomberg
Crypto Trust-Charter Bid Sparks Alarm
November 5, 2025
New York Times
Tariffs Send Automakers Into Chip Tizzy
November 5, 2025
Freshfields' A Fresh Take
SEC Ups Foreign Private-Issuer Scrutiny
November 5, 2025
Sidley Enhanced Scrutiny
Delaware Chancery Confirms Common Law Standard for Actual Control
November 5, 2025
Dykema
Dealmakers Warily Optimistic for 2026
November 5, 2025
Bloomberg
Trump’s Options If Scotus Nixes Tariffs
November 4, 2025
The Governance Beat
ISS Proposes 8 Voting Policy Changes
November 4, 2025
Wall Street Journal
Big Tesla Investor Rejects Musk Pay
November 4, 2025
D&O Diary
AI-Related Securities Suit Filed Against IC Design Software Firm
November 4, 2025
Deal Lawyers.com
M&A Anti-Reliance Clauses Skirt Risk
November 4, 2025
Wall Street Journal
Starbucks to Sell China-Business Stake
November 3, 2025
Bloomberg
Tylenol Deal Is Both Cheap and Risky
November 3, 2025
The Governance Beat
A Rare Pricing of IPO During Shutdown
November 3, 2025
CoinDesk
SBF Retrial-Appeal Hearing Next Week
November 3, 2025
Deal Lawyers.com
Ozempic Firm Deal Jumps for Metsera
November 3, 2025
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  • PubCo @ Cooley
  • Securities Docket
  • Sidley Enhanced Scrutiny Blog
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