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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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borrowers

Secondary-Default Remedies: Should Harshness Limit Enforcement?

By Steven L. Schwarcz March 26, 2025 by renholding

Most financing agreements define “Events of Default” as being triggered not only by serious defaults, such as a borrower’s failure to repay its debt, but also by relatively minor or technical “secondary” defaults not involving debt repayment. Typical examples of …

China’s Debt-Fueled Infrastructure Development Faces a Day of Reckoning

By Steven T. Kargman June 14, 2024 by renholding

In recent years, China has undertaken massive infrastructure development at home and abroad.  Under its widely heralded, globe-spanning Belt and Road Initiative (BRI), China’s financial institutions have financed infrastructure projects in numerous countries around the world.  Separately, through its so-called …

Estimating the Cost of Control Rights in the Corporate Loan Market

By Andrew Bird November 16, 2022 by renholding

Financial covenants have gone in and out of style over the last 30 years. They serve to transfer control rights to lenders when a borrower’s financial metrics breach pre-set contractual thresholds and so provide an interesting laboratory to study debtholder-shareholder …

How the Balance of Power Is Changing in the Resolution of Corporate Financial Distress

By Vince Buccola August 3, 2022 by renholding

Among those who study corporate financial distress and reorganization, the notion that senior lenders are in control is deeply ingrained. Celebrated papers in the law and corporate finance literatures attribute lender influence during periods of distress to blue-sky contracting practices.…

Liquidity, Pledgeability, and the Nature of Lending

By Douglas W. Diamond, Yunzhi Hu, and Raghuram G. Rajan March 3, 2021 by renholding

In a new paper, we explain that variation in prospective liquidity in an industry or economy prompts changes in corporate lending and banking, including changes in the level of corporate borrowing, the type of debt contracts issued, the covenants contained …

How Regulatory Stress Tests Affect Bank Lending

By Falk Bräuning and José Fillat February 15, 2021 by renholding

The Dodd-Frank Act, enacted in 2010 in the wake of the Great Recession, introduced mandatory stress-testing for the largest U.S. banks. Dodd-Frank Act Stress Testing (DFAST) was intended to ensure that banks have sufficient capitalization to absorb the losses they …

Bank Lending During the Pandemic

By Iftekhar Hasan, Panagiotis N. Politsidis and Zenu Sharma November 12, 2020 by renholding

Since the beginning of 2020, COVID-19 has prompted a surge in economic uncertainty, causing interruptions in business supply chains and revenues that now threaten the survival of companies. Companies struggling to meet their fixed expenses and existing obligations respond by …

Cleary Gottlieb Discusses Fed’s Main Street Lending Program

By Katherine Mooney Carroll, Hugh C. Conroy, Duane McLaughlin, Derek Bush and Zachary Baum June 8, 2020 by renholding

On May 28, the Federal Reserve published the structural and operational details of the Main Street Lending Program, releasing program documentation and updated FAQs.  These documents are the final remaining pieces before the facilities open.  Last week’s publication brings the …

Wachtell Lipton Offers Acquisition Financing Year in Review: The Decade of Debt

By Eric M. Rosof, Josh A. Feltman, Gregory E. Pessin, Michael S. Benn, John R. Sobolewski and Emily D. Johnson January 17, 2020 by renholding

2019 was another strong year for corporate borrowers, continuing a decade-long run marked by historically low interest rates and strong credit markets.  Over the last 10 years, total U.S. corporate bonds outstanding rose from $6 trillion to nearly $10 trillion, …

Cleary Gottlieb on Latest Developments in European Leveraged Finance

By David Billington, Andrew Shutter, Carlo de Vito Piscicelli, Ian Chin and Matthew Podger April 19, 2018 by Carly Goeman

EVOLUTION OF THE TRANSFERABILITY CLAUSE

Early 2000s

  • Lenders’ freedom to transfer their participations in large leveraged loans has been gradually eroded by developments introduced through the last few credit cycles.
  • By the time of the pre-crisis peak in 2007/2008, the
…

How Banks Affect Borrowers’ Corporate Governance and Incentive Structures

By Carlo Maria Gallimberti, Richard A. Lambert and Jason J. Xiao November 14, 2017 by renholding

It is well known that banks play an important role in monitoring borrowing firms (e.g., Diamond, 1984). Yet, how banks choose among alternative mechanisms that reduce agency costs with borrowers is not completely understood. In our paper, “Bank Relations and …

Do Creditors Actively Influence Corporate Tax Planning?

By Chi Wan and Yijia Zhao March 2, 2017 by renholding

In our recent paper, we provide strong empirical evidence that banks play an active role in shaping borrowers’ tax planning. Our evidence is drawn from a comprehensive analysis of the impact of debt covenant violations on corporate tax avoidance.

Covenants …

Operating Risk and the Rights of Lenders to Control It

By Stephen Karolyi and John Sedunov February 16, 2017 by renholding

Operating risk is a major concern for firm management and stakeholders. Stark examples of losses due to corporate operations include BP’s $17.2 billion loss in June 2010 following the Deepwater Horizon incident (Wong and Yousuf, 2010) and Freeport-McMoRan’s $13.9 billion …

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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
Musk Seeks Tesla Stock Case Dismissal
August 5, 2025
The Governance Beat
Top 10 XBRL Errors for Forms 10-K
August 5, 2025
D&O Diary
Securities-Suit Filings Hit Highs, Lows
August 5, 2025
The Block
Project Crypto Rewrites Wall Street Rules
August 5, 2025
Deal Lawyers.com
Surrounding Circumstances Can Show Proper Purpose in Books & Records Case
August 5, 2025
Reuters
Global M&A Hits $2.6 Trln Peak to Date
August 4, 2025
Delaware Business Litigation Report
Chancery Says Demand Futility Not Pled in Suit over Controller’s Equity Grant
August 4, 2025
New York Times
Silicon Valley Enlists in Business of War
August 4, 2025
Securities and Exchange Commission
SEC Touts Task Force for Using AI
August 4, 2025
Business Law Prof Blog
Third Circuit: Markets Sort of Efficient
August 4, 2025
Bloomberg
Microsoft Hits $4 Trillion Market Cap
July 31, 2025
Reuters
UnitedHealth Revamps C-Suite Again
July 31, 2025
New York Times
AI Researchers Paid Like NBA Stars
July 31, 2025
The Governance Beat
SEC Makes Reg A Offerings Easier
July 31, 2025
Sidley Enhanced Scrutiny
Delaware Supreme Court Narrows Acquirers’ Aiding, Abetting Liability
July 30, 2025
Wall Street Journal
Ford Takes $800 Million Tariff Hit
July 30, 2025
SDNY Blog
Judge Dumps Trump Copyright Suit
July 30, 2025
New York Times
White House Urges Pro-Crypto Rules
July 30, 2025
Business Law Prof Blog
Delaware Supreme Court OKs Investor Request for Amazon Books, Records
July 30, 2025
Wall Street Journal
JPMorgan Chase Nears Deal to Take Over Apple Credit-Card Program
July 29, 2025
D&O Diary
SEC OKs Fewer Whistleblower Claims
July 29, 2025
Bloomberg
SEC Overhauls PCAOB Leadership
July 29, 2025
Yahoo Finance
U.S. Appeals Court Strikes Down SEC Rule on “Audit Trail” Funding
July 29, 2025
Delaware Corporate & Commercial Litigation Blog
Delaware Chancery Declines to Appoint Receiver for Dissolved LLC
July 29, 2025
Bloomberg
EPA to Undo Greenhouse Gas Rules
July 28, 2025
Reuters
U.S., China Hold Tariff-Truce Talks
July 28, 2025
Wall Street Journal
Trump Mulls Charging Patent Fee
July 28, 2025
Business Law Prof Blog
Caremark Duties in Tennessee?
July 28, 2025
Bloomberg
Companies Are Going Vertical Again
July 27, 2025
Dealbook
EU Nations Mull Issuing Joint Debt
July 27, 2025
D&O Diary
New Visa Policies Prompt Securities Suit
July 27, 2025
Delaware Corporate & Commercial Litigation Blog
Delaware Chancery Nixes Investor Suit Against X for Twitter Deal Losses
July 27, 2025
Corporate & Securities Law Blog
Forum Selection OK Even If Right to Jury Trial Lost, California Court Says
July 27, 2025
Wall Street Journal
Is AI Killing Google Search?
July 24, 2025
Cleary M&A Watch
How to Figure Pharma Earnout Damages
July 24, 2025
New York Times
Europe Nears U.S. Trade Deal
July 24, 2025
Deal Lawyers.com
Delaware Chancery Ruling Highlights Pitfalls in Proving Earnout Mistake
July 24, 2025
Business Law Prof Blog
Glass Lewis Sues Texas for New Law
July 24, 2025
Reuters
U.S., UK Head Toward 15% Trade Deal
July 23, 2025
Wall Street Journal
Google Revenue Surges on AI
July 23, 2025
Securities and Exchange Commission
Botic Named Acting PCAOB Chair
July 23, 2025
Bloomberg
SEC Whistleblower Awards Slow
July 23, 2025
Bloomberg
SEC Must Clear Path for Smaller CFTC Under Crypto Market Bill
July 23, 2025
Reuters
Tariffs Bite $1 Billion from GM Earnings
July 22, 2025
D&O Diary
U.S. Brings Tariff Evasion Claim
July 22, 2025
Bloomberg
House GOP Seeks Less for IRS, SEC
July 22, 2025
Deal Lawyers.com
Chancery Again Nixes Twitter Claim
July 22, 2025
Wall Street Journal
Meta Spurns EU’s AI Code of Practice
July 21, 2025
Reuters
Kraft Heinz Seeks to Undo Merger
July 21, 2025
Bloomberg
Oracle in Talks for $100 Million Skydance-Paramount Cloud Deal
July 21, 2025
New York Times
Crypto Industry Reaches Milestone
July 21, 2025
Freshfields Blog
CFIUS Unwinds Five-Year-Old Deal
July 21, 2025
Reuters
Crypto Sector Tops $4 Trillion in Value
July 20, 2025
New York Times
Wall Street Wants to Make Private Markets a Little More Public
July 20, 2025
D&O Diary
Trump Weaponizes FCA Liability
July 20, 2025
Fox News
SEC Chief Atkins Praises Markets and Criticizes Regulatory Overreach
July 20, 2025
Bloomberg
SEC to Weigh “Innovation Exception” Tied to Crypto, Says SEC Chair
July 20, 2025
Reuters
Facebook, Investors Settle Privacy Suit
July 17, 2025
Wall Street Journal
Union Pacific Explores Deal for Rival
July 17, 2025
New York Times
Congress Passes GENIUS Act
July 17, 2025
The Governance Beat
SEC Revises 18 Schedule 13D/G CDIs
July 17, 2025
Bloomberg
PCAOB Chair’s Departure May Lead to Oversight Reforms
July 17, 2025
Wall Street Journal
Money-Laundering Fine Hits Barclays
July 16, 2025
Freshfields' A Fresh Take
DOJ Debuts Antitrust Whistleblowing
July 16, 2025
National Law Review
SEC Enforcement Stats for 2d Quarter
July 16, 2025
Securities and Exchange Commission
Chair Erica Williams Exits PCAOB
July 16, 2025
Bloomberg
SEC Lifts US Fund-Biz Ban on Alliance
July 16, 2025
Reuters
Crypto Legislation Snags in Congress
July 15, 2025
D&O Diary
Is DExit Debate at Inflection Point?
July 15, 2025
LinkedIn
Few Insider Trading Cases at SEC
July 15, 2025
Securities Regulation and Corporate Governance Monitor
SEC Issues Update to Beneficial Ownership Reporting C&DIs
July 15, 2025
Deal Lawyers.com
Delaware Supreme Court Affirms Fair-Dealing Analysis in Squeeze-Out Case
July 15, 2025
Reuters
Crypto Bills to Advance This Week
July 14, 2025
Wall Street Journal
Musk Proposes Funding xAI With Tesla
July 14, 2025
New York Times
Cognition AI Buys Windsurf
July 14, 2025
Bloomberg
SEC Drops Major Mutual Fund Case
July 14, 2025
SDNY Blog
Judge OKs $900 Mln False Claims Fine
July 13, 2025
Dealbook
Andreessen Firm Exits Delaware
July 13, 2025
The Governance Beat
Nevada Adds Corp. Liability Shields
July 13, 2025
D&O Diary
Does “The” Alter Exclusion’s Meaning?
July 13, 2025
Securities and Exchange Commission
Georgia S&L Charged With Running a $140 Million Ponzi Scheme
July 13, 2025
Corporate & Securities Law Blog
DC Circuit Says Proxy Advisers Not Subject to Section 14(a) Solicitation Bar
July 13, 2025
Reuters
Nvidia’s Market Value Tops $4 Trillion
July 10, 2025
Wall Street Journal
Unilever Picks a Ben & Jerry’s CEO
July 10, 2025
The FinReg Blog
Path Forward for Crypto Legislation
July 10, 2025
Securities and Exchange Commission
Tokens Are Enchanting, Not Magical
July 10, 2025
Bloomberg
SEC Fraud Enforcers Keeping Pace
July 10, 2025
Dealbook
X Chief Says She Is Stepping Down
July 9, 2025
Cleary Enforcement Watch
DOJ Bulk Data Grace Period Near End
July 9, 2025
Sidley Enhanced Scrutiny
Fourth Circuit Paves a Bumpier Path to Post-Deal D&O Coverage
July 9, 2025
Delaware Corporate & Commercial Litigation Blog
Chancery Clarifies Duty of Candor
July 9, 2025
M&A Law Prof Blog
Investors May Sour on Texas, Nevada
July 9, 2025
Wall Street Journal
Investing Platform Linqto Goes Bankrupt
July 8, 2025
Debevoise Data Blog
Biggest AI Risk: Denying Employees AI
July 8, 2025
LinkedIn
Delaware SB21 May Revive Appraisals
July 8, 2025
Corporate & Securities Law Blog
SEC’s “Finder” Exemption Back in Play
July 8, 2025
Business Law Prof Blog
The First Caremark Trial Is Imminent
July 8, 2025
Bloomberg
Apple Loses Top AI Exec to Meta
July 7, 2025
Delaware Business Litigation Report
Chancery OKs Ouster of LLC Investor
July 7, 2025
Freshfields' A Fresh Take
Scotus Takes Case on Securities Suits Against Registered Investment Funds
July 7, 2025
The Governance Beat
SEC Revises Two (and Withdraws One) Legal Proceeding Disclosure CDIs
July 7, 2025
Cleary Enforcement Watch
DOJ Issues First Declination Under Merger-Related Safe Harbor Provision
July 7, 2025

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