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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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Caremark

What to Do About Poor Corporate Governance at Unicorns

By Amy Deen Westbrook January 18, 2021 by renholding

Why are large private companies often characterized by poor corporate governance?  WeWork provides a recent high-profile example.  For reasons that now seem implausible, WeWork attracted billions of investment dollars.  Perhaps it was the company’s “vision” or the sheer personality of …

Caremark and ESG

By Leo E. Strine, Jr., Kirby M. Smith and Reilly S. Steel August 3, 2020 by renholding

Climate change, economic insecurity and inequality, and worries that some companies and industries have grown too large, concentrated, and powerful have heightened concern about whether business entities conduct themselves in society’s best interests.  The profound human and economic harm of …

The Pandemic’s Impact on Board Oversight of Enterprise Risk

By Michael W. Peregrine April 30, 2020 by renholding

One of the most significant corporate governance implications of the pandemic may be its impact on the role and function of a board’s enterprise risk committee. From one perspective, the pandemic may increase that committee’s significance, potentially putting it on …

Wachtell Lipton Discusses Tectonic Forces to Watch in Corporate Litigation

By William Savitt January 30, 2020 by renholding

Corporate litigation in Delaware continues to reflect the judicial trend toward honoring the decisions of informed stockholders and independent directors, thus limiting those decisions from costly after-the-fact legal attack.  While the boundaries of stockholder ratification and director independence continue to …

Corporate Governance for Regulation A+ Issuers

By Michael Friedman January 20, 2020 by renholding

Regulation A+, an exemption from registration that took effect in 2015 and allows small companies to issue stock to the general public, presents interesting questions of corporate governance.

The maximum offering size of $50 million means that most Reg A+ …

Fried Frank Discusses Where Things Stand at Year-End 2019

By Gail Weinstein, Steven Epstein, Philip Richter, Erica Jaffe and Amber Banks (Meek) December 23, 2019 by renholding

Corporate Focus on the “Social Good”

Importantly, the Business Roundtable (an influential group of almost 200 CEOs of America’s most influential companies) issued a “Statement on the Purpose of a Corporation,” which has intensified a developing focus on the social …

The Board’s Marchand/Clovis Reaction Plan

By Michael W. Peregrine December 13, 2019 by renholding

Corporate boards may wish to adopt a plan of action in response to two recent Delaware decisions suggesting a shift in application of the historically director-friendly Caremark[1] standard for board oversight of a company’s compliance systems.  Such a plan …

Davis Polk Discusses Recent Delaware Decisions on Director Oversight

By Louis L. Goldberg, Joseph A. Hall, John B. Meade, Byron B. Rooney and Andrew Ditchfield December 2, 2019 by renholding

Two recent Delaware decisions may give ammunition to stockholder plaintiffs seeking to assert claims against directors under a Caremark theory for failing to comply with their oversight obligations.  The decisions—Marchand v. Barnhill (“Blue Bell”) and In re …

Paul Weiss Discusses Delaware Decisions Showing Renewed Focus on Board Oversight

By Matthew W. Abbott, Ariel J. Deckelbaum, Ross A. Fieldston, Andrew G. Gordon, Jaren Janghorbani and Jeffrey D. Marell November 20, 2019 by renholding

Breach of the duty of oversight claims against Delaware directors are known as “possibly the most difficult theory in corporation law upon which a plaintiff might hope to win a judgment.”[1]  The plaintiff must successfully argue that the directors …

Wachtell Lipton Puts a Spotlight on Boards

By Martin Lipton August 13, 2019 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 major public company—not just the legal rules, or the principles published by institutional investors and various corporate …

Wachtell Lipton Shines a Spotlight on Boards

By Martin Lipton July 9, 2019 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 major public company—not just the legal rules, or the principles published by institutional investors and various corporate …

Revisiting Compliance Program Reporting Relationships

By Michael W. Peregrine July 5, 2019 by renholding

Corporate leaders may wish to revisit the important yet sensitive topic of reporting relationships in compliance programs following the release of new guidance from the Department of Justice’s Criminal Division.

That guidance, entitled Evaluation of Corporate Compliance Programs[1], …

Boards of Directors’ Duty of Oversight and ESG Matters: “Caremark” Revisited

By Eduardo Gallardo July 2, 2019 by renholding

Law is a reflection of society, and corporate law is no exception.  As we wrestle with broader questions around social justice, (very real) environmental risks, and the proper balancing of our long term societal goals, the proverbial corporate pendulum continues …

Experts and the Defense of Reliance in Delaware Corporate Law

By Alexandros Rokas May 25, 2018 by renholding

In all aspects of corporate life—from creation to expansion and from restructuring to demolition—experts are available to advise directors, managers, shareholders, financiers, and other participants. In particular, directors often rely on, for example, accounting firms to review financial statements, attorneys …

Sexual Harassment and Corporate Law

By Daniel Hemel and Dorothy Shapiro Lund April 9, 2018 by renholding

Tronc Chairman Michael Ferro became the latest corporate executive to resign amid accusations of unwanted sexual advances when he stepped down from the helm of the newspaper publishing chain in mid-March. Ferro joins a long list of high-profile executives who …

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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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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
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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
Reuters
EU Antitrust Suit Strikes Google AI
July 6, 2025
D&O Diary
Covid Securities Suit Hits Petco
July 6, 2025
Bloomberg
SEC Settles With SolarWinds
July 6, 2025
CooleyXchange
How Texas Treats Share Controllers
July 6, 2025
Business Law Prof Blog
What Cost Stock-Price Expectations?
July 6, 2025
Bloomberg
Trump Strikes Vietnam Trade Deal
July 2, 2025
Reuters
Democratic FCC Commissioner Blasts Paramount Settlement with Trump
July 2, 2025
Cooley Alert
Glass Lewis Previews Pay-for-Performance Model for 2026 Proxy Season
July 2, 2025
Foley Blog
Human Factor Matters in M&A
July 2, 2025
Business Law Prof Blog
Nevada Biz Court Approval Pending
July 2, 2025
Wall Street Journal
California Ditches Environmental Law
July 1, 2025
Bloomberg
Bill Gives Chipmakers Bigger Tax Credit
July 1, 2025
New York Times
BP Was Once a Hunter, Now Prey
July 1, 2025
Reuters
DOGE Eyes SPACs, SEC Policies
July 1, 2025
Deal Lawyers.com
Chancery Talks M&A Price Adjustment
July 1, 2025
Bloomberg
Apple Can’t Shake DOJ Antitrust Case
June 30, 2025
New York Times
Investors Fear Shadow Fed Chair
June 30, 2025
Freshfields' A Fresh Take
SEC Changes Course on Priorities
June 30, 2025
D&O Diary
Securities Suits Filed at 2024 Pace
June 30, 2025
Deal Lawyers.com
Delaware Chancery OKs Claims of Tortious Interference With a Deal
June 30, 2025
The Governance Beat
PCAOB May Yet Survive
June 29, 2025
D&O Diary
Investor Suits Hit Weight Loss Drugs
June 29, 2025
Bloomberg
SEC Rethinks Market Surveillance Tool
June 29, 2025
CoinDesk
Ripple Battle With SEC Is Over
June 29, 2025
Securities and Exchange Commission
SEC Issues Report on Changes in M&A
June 29, 2025
Bloomberg
Trade Deals Stall on More Tariffs Fear
June 26, 2025
Reuters
Elon Musk Confidant Exits Tesla
June 26, 2025
Dealbook
Trump Weighs Fed Chair Shakeup
June 26, 2025
Wall Street Journal
Public May Soon Bet on SpaceX Stock
June 26, 2025
Business Law Prof Blog
Ripple Has Juice, but Not at SDNY
June 26, 2025
Bloomberg
GOP Mulls Mega-Rich Tax in Trump Bill
June 25, 2025
Wall Street Journal
Shell in Early Talks to Acquire BP
June 25, 2025
Reuters
Fannie, Freddie to Consider Crypto Holdings in Making Loan Assessments
June 25, 2025
Dealbook
OpenAI Eyes Autonomous Vehicle Biz
June 25, 2025
Sidley Enhanced Scrutiny
Texas Tweaking Its Business Court
June 25, 2025
Reuters
CFPB Cuts Cost Consumers $18 Bln?
June 24, 2025
Delaware Business Litigation Report
Delaware Supreme Court Nixes Suit over TripAdvisor’s Move to Nevada
June 24, 2025
Freshfields' A Fresh Take
DOJ Gives Illegal-DEI Cases Priority
June 24, 2025
The Governance Beat
Vanguard to Split Into Two Advisers
June 24, 2025
D&O Diary
How AI May Change MD&A Language
June 24, 2025
New York Times
Boeing Quiet at Paris Air Show
June 23, 2025
Freshfields' A Fresh Take
Industry Bureau Rescinds AI Rule
June 23, 2025
The Governance Beat
Texas Seeks to Limit Proxy Advisers
June 23, 2025
Bloomberg
U.S. Audit Board Survives GOP Axe
June 23, 2025
Delaware Corporate & Commercial Litigation Blog
Delaware Chancery Addresses Notice Provisions for Redemption Requests
June 23, 2025
D&O Diary
Suit Says Reddit Downplayed Impact of Google AI-Related Changes
June 22, 2025
Financial Times
SEC Scraps Proposed Market Rules
June 22, 2025
National Law Review
No Scotus Cert in Disgorgement Suit
June 22, 2025
Deal Lawyers.com
Delaware Supreme Court Nixes $400 Million Aiding, Abetting Judgment
June 22, 2025
Business Law Prof Blog
What Is “Fraud” Anyway?
June 22, 2025
Bloomberg
Tariffs May Hike Prices $2000 Per Car
June 19, 2025
Reuters
Google Faces EU Antitrust Setback
June 19, 2025
Wall Street Journal
Trump Delays TikTok Ban a Third Time
June 19, 2025
New York Times
WhatsApp Introduces Ads to App
June 19, 2025
Reuters
Nippon Steel-U.S. Steel Deal Closes
June 18, 2025
D&O Diary
AI-Washing Suit Hits Healthcare Firm
June 18, 2025
Sidley Enhanced Scrutiny
Delaware Supreme Court Says When Concealment Resets Limitation Period
June 18, 2025
Bloomberg
Goldman Sachs Ditches Ban on SPACs
June 18, 2025
Wall Street Journal
U.S. Senate Passes Stablecoin Bill
June 18, 2025
D&O Diary
New DOJ White Collar Enforcement Policy Pressures Caremark Obligations
June 17, 2025
Bloomberg
Top Crypto Betting Tool Nears Debut
June 17, 2025
Law.com
Why Cybercriminals Targeting Law Firms with Voice Phishing
June 17, 2025
Financial Times
Crypto Group Tron to Go Public
June 17, 2025
Wall Street Journal
Obscure Chinese Stock Scams Dupe Thousands of U.S. Investors
June 17, 2025
Reuters
Purdue Opioid Deal Wins State Approval
June 16, 2025
Wall Street Journal
OpenAI Tension With Microsoft Rises
June 16, 2025
Freshfields' A Fresh Take
Scotus Weighs In on Aiding, Abetting
June 16, 2025
The Governance Beat
SEC Nixes Shareholder Proposal Plan
June 16, 2025
Bloomberg
S&P 500 CEOs Turning to Bodyguards
June 16, 2025
Deal Lawyers.com
Delaware Chancery Addresses Damages in Alexion Earnout Litigation
June 16, 2025
D&O Diary
Company Risks Rise in Global Trade War
June 15, 2025
Bloomberg
Stablecoins Put Crypto Near Mainstream
June 15, 2025
CoinDesk
Ripple Gets Back $75 Mln in Penalties
June 15, 2025
Securities Regulation and Corporate Governance Monitor
SEC Announces Leadership Changes
June 15, 2025
Business Law Prof Blog
Update on Nevada Reincorporations
June 15, 2025

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