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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
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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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CEO compensation

Value-Based CEO Equity Grants

By Jin Xu, Pengfei Ye and Cheng Zhang January 10, 2025 by renholding

Equity has become a dominant component of CEO compensation in the past three decades due to its ability to align the interests of managers and shareholders. Each year, a firm can award its CEO either a certain number (share-based) or …

How CEO Bonuses and Taxes Have Affected the Offshoring of Corporate Activity

By Katie Boylen, Fabio B. Gaertner and Melissa Martin May 18, 2023 by renholding

Executive compensation and corporate taxation are both hot button issues, but can they be related? In a recent paper, we examine how CEO bonus contracts reinforce global tax incentives and show that executive pay practices helped drive corporate activity …

How Market Feedback Affects CEO Pay

By C.S. Agnes Cheng, Iftekhar Hasan, Feng Tang and Jing Xie December 13, 2022 by renholding

Stock prices affect various corporate decisions such as the amount of CEO compensation, as emphasized in traditional pay-for-performance studies, and capital investment. However, an unanswered question is whether changes in firms’ stock price in a short window around events related …

What NCAA Football Teaches Us About the Connection Between Executive Pay and Performance

By Yuri Hupka, Jacqueline L. Garner, Betty J. Simkins and Phillip Humphrey October 20, 2022 by renholding

Our paper utilizes National Collegiate Athletic Association (NCAA) Football Bowl Subdivision (FBS) coaching contracts as a managerial setting to examine whether higher top-managerial pay (our Gridiron CEOs) is associated with better team performance. Coaching contracts are quite compelling as they …

The Financialization of Corporate Governance

By Roberta S. Karmel February 3, 2021 by renholding

Members of the academic community, the business world, and law firms have long been debating shareholder primacy, stakeholder governance, and corporate purpose. In a forthcoming essay, I outline these arguments but suggest that reform of corporate governance should be focused …

How Shareholders View CEO Pensions and Deferred Compensation

By Carl Hsin-han Shen and Hao Zhang October 21, 2020 by renholding

Defined-benefit pension plans and deferred compensation are often sizable and important components of CEO pay packages.  In recent years, though, they have prompted controversy among investors, policymakers, and academics. On the one hand, CEO pension and deferred compensation are unsecured …

Are CEOs Encouraged to Take Too Much Risk?

By Justin Chircop, Monika Tarsalewska and Agnieszka Trzeciakiewicz February 14, 2020 by renholding

CEO compensation typically consists of cash and long-term equity. While the benefits of cash are to some extent fixed, the value of equity-based compensation depends on the market value of the firm. The latter is the key mechanism for motivating …

Spinning the CEO Pay Ratio Disclosure

By Audra Boone, Austin Starkweather and Joshua T. White November 25, 2019 by renholding

The growing compensation gap between CEOs and rank-and-file employees has generated considerable debate about potential adverse consequences at both the firm and societal levels. Despite interest in the topic, assessing vertical pay disparity has been difficult due to the lack …

Information, Incentives, and CEO Replacement

By Xiaojing Meng September 30, 2019 by renholding

The replacement of a CEO is one of the most important responsibilities of corporate boards. The most common theoretical underpinning of CEO replacement is related to CEO ability: The corporate board learns about the ability of its CEO from firm …

Do Anti-Pledging Policies Have Unintended Consequences for Corporate Governance?

By Jihun Bae and Ruishen Zhang September 18, 2019 by renholding

Many managers receive company stock as compensation and then pledge that stock as collateral for personal loans. The practice is increasingly common, and its potential economic impact is anything but negligible. For example, Larcker and Tayan (2010) document that pledged …

Does Gender Diversity Make a Difference in the Boardroom?

By Vikram K. Nanda, Andrew K. Prevost and Arun Upadhyay June 3, 2019 by renholding

Gender diversity on boards is a leading issue in corporate governance, as has been made clear by anecdotal evidence that associates board gender diversity with better boardroom practices (e.g., Credit Suisse Research Institute, 2016 [1]; Morgan Stanley Research, 2018 [2]) …

ISS Discusses the Seven Venial Sins of Executive Compensation

By John Roe May 24, 2019 by renholding

Compensation disclosures have grown significantly over the last decade (mostly for the better), and they continue to evolve with the ongoing engagement between companies and shareholders. Certain compensation practices are known for raising investor concerns, leading to difficult conversations between …

ISS Offers Insights into How Much CEOs Are Really Paid

By Kosmas Papadopoulos and John Roe April 30, 2019 by renholding

How much compensation does a CEO really end up with? It’s a tough question to answer – the summary compensation table is often cited as what the CEO is paid, but the ultimate value that an executive realized from those …

ISS Discusses the Role of “Economic Value Added” in Pay-for-Performance Analysis

By Bennett Stewart March 28, 2019 by renholding

Performance-based long-term executive compensation is generally determined by a company’s achievements over three-year measurement periods. Total Shareholder Return (TSR), however, doesn’t always accurately reflect the performance of a company or management team during that period. Macroeconomic factors, tax policy, financial …

Top Executives’ Compensation and Firm Survival

By Dimitrios Gounopoulos, Georgios Loukopoulos and Panagiotis Loukopoulos March 7, 2019 by renholding

Executive compensation elicits strong opinions from shareholders, practitioners, and the public alike. Ideally, compensation packages should be designed to attract, retain, and motivate executives to perform in accordance with the objectives of their companies’ shareholders. This idea is consistent with …

How Better Corporate Governance Fosters Disruptive Innovation Through Executive Compensation

By Murat Alp Celik and Xu Tian February 18, 2019 by renholding

Innovation is the primary engine of growth in economies at the technological frontier, and a path to higher profits and growth for individual companies, as the likes of Apple, Alphabet, Microsoft, and Amazon make clear. CEOs play a crucial role …

Say-on-Pay Voting and CEO Compensation Structure

By Andrea Pawliczek September 13, 2018 by renholding

Since the financial crisis, much of the business  media have focused on the level of CEO compensation and how much it increases from the prior year, often calling out the CEOs with the highest pay. These articles in the New …

How Equitable Pay Can Affect Firm Performance

By Hamilton Elkins July 31, 2018 by renholding

Much of the discourse on income inequality between ordinary workers and top executives concentrates on a ratio of chief executive officer (CEO) compensation to average employee compensation. The business strategy, organizational structure, and size of a firm can influence the …

Sullivan & Cromwell Discusses Hot Topics in Corporate Governance

By Sullivan & Cromwell July 16, 2018 by renholding

Corporate Governance, Surveys, Policies and Reports

  • Lazard Report Finds Increased Shareholder Activism in Q1 2018: Lazard’s Quarterly Review of Shareholder Activism for Q1 of 2018 found increased activism by shareholders in terms of number of campaigns initiated, board seats
…

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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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M&A Deal Activity Dropped Last Month
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Warner Bros: Ellisons Misled Investors
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Chancery Nixes Fraud, Aiding-Abetting Claims Against Seller, Controller
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SpaceX May Soon Launch an IPO
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Bandera Fund Case Back in Chancery
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Trump Takes Aim at Proxy Advisers
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D&O Diary
Does Issuance of Stock to Settle a Shareholder Suit Constitute “Loss”?
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Delaware Chancery Affirms High Bar for Challenging Advance Notice Bylaws
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Bill Would Force SEC Disclosure of Stock Trades by Foreign Insiders
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Trump Arrives, SEC Retreats on Crypto
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More Corporate Tax Breaks Coming
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Delaware Supreme Court OKs Amazon Investor Push for Antitrust Probe
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New York Times
Do Kwon Sentenced to 15 Years
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Securities Litigation Risk on the Rise
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OCC Accuses Nine Banks of Debanking
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Chancery Dismisses Claims for Breach of Fiduciary Duty Due to Release
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How AI and Dot-Com Booms Differ
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SEC Chair to “Futureproof” Crypto Regs
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Delaware Supreme Court Affirms Two Chancery Court Decisions on M&A
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Nvidia Can Sell More Chips to China
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SEC’s Crenshaw Fears Coming Pain
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PCAOB Picks Face More SEC Delay
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Tidbits from Paramount’s Warner Offer
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Paramount Warner Bid Not So Hostile
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Berkshire Hathaway Shuffles at Top
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Reuters
Paramount Goes Hostile on Warner Bros
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Money Manager Poseur Hit for Fraud
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Immigration Rules Becoming Deal Focus
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Glass Lewis Updates Benchmark Policy
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SEC Group Guides on AI Disclosure
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SEC Issues 2026 Examination Priorities
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Firms Fare Well in Entire Fairness Trials
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SEC Mulls New Anti-Proxy Adviser Plan
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Wall Street Journal
AI Threatens the Billable Hour
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Reuters
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Kalshi Prediction Market Raises $1 Bln
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Fox News
SEC Ups Chinese Firm Scrutiny in U.S.
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Bloomberg
Virtu to Pay $2.5 Million in SEC’s Client Trading Data Case
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SEC Chair: Make IPOs Great Again
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SEC Loses Lone Democratic Voice
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SEC Earnings Fraud, Audit Cases Plunge
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Comcast Bid Seeks to Merge NBCUniversal With Warner Bros.
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Delaware Business Litigation Report
Chancery Dismisses Challenge to Real Estate Investment Fund Capital Call
December 2, 2025
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Big AI Investments Mute Tariff Impact
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Law.com
SEC Closes New Fyre Festival Probe
December 2, 2025
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California Says It Will Not Enforce Climate-Related Risk Reporting Law
December 2, 2025
Bloomberg
Trump Commutes Sentence of GPB Capital Founder David Gentile
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Court Upholds U.S. Attorney Ouster
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Airbus Hit With New A320 Problem
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OpenAI Takes Stake in Thrive Holdings
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Black Friday Sales Hit Record High
November 30, 2025
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Delaware Legal Fee Awards Excessive?
November 30, 2025
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SEC Power to Recoup Illegal Profits at Risk as Supreme Court Eyes Case
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“In Connection With” Strikes Again
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Court Blocks California Climate Rules
November 25, 2025
Dealbook
Fed, Big Tech Lift Investors’ Spirits
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Wall Street Journal
Four Apple Executives Are Top Contenders to Succeed CEO Tim Cook
November 25, 2025
Reuters
Alphabet Nears $4 Trillion Market Value
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Hassett Emerges as Fed Frontrunner
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U.S. to Skip Publication of Initial Third-Quarter GDP Estimate
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Comey, James Charges Dismissed
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OFAC Sanctions Colombia’s President
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SEC Chair Offers Vision for Crypto Regs
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  • Sidley Enhanced Scrutiny Blog
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