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  • John C. Coffee, Jr. – Boeing and the Future of Deferred Prosecution Agreements By John C. Coffee, Jr.
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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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Reuters
Citi Faces $1 Bln Suit on Mexico Fraud
May 8, 2025
Wall Street Journal
Firm Loses Lawyers Over Trump Deal
May 8, 2025
D&O Diary
Can Event-Driven Securities Class Actions Include Murder of the CEO?
May 8, 2025
Sidley Enhanced Scrutiny
Texas Courts Mull Informal Fiduciaries
May 8, 2025
Wall Street Journal
EV Sales Streak Grinds to a Halt
May 7, 2025
Bloomberg
Apple Eyes Move to AI Browser Search
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Dealbook
OpenAI’s Plan B Poses Risks
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Sidley Enhanced Scrutiny
U.S. Court Finds Sixth Amendment Right to Advancement of Legal Fees
May 7, 2025
Deal Lawyers.com
Delaware Chancery Rejects Claim that 46% Stockholder Is a Controller
May 7, 2025
Reuters
China, U.S. to Talk Trade Saturday
May 6, 2025
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U.S. Orders Intelligence Agencies to Step Up Spying on Greenland
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Freshfields' A Fresh Take
DOJ, FTC Seek Ways to Deregulate
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Covid Securities Suits Keep Coming
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May 5, 2025
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OpenAI Nixes For-Profit Conversion
May 5, 2025
Bloomberg
Harvard Blocked from New Funding
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Texas Exchange Is Delaware Corp.
May 5, 2025
Financial Times
U.S. Lawmakers Urge SEC to Delist Alibaba and Chinese Companies
May 5, 2025
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Delaware Chancery OKs Contract Reformation Claim for Mutual Mistake
May 4, 2025
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Buffett Changed Investor Thinking
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DEI Shift Portends New Litigation
May 4, 2025
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How to Fix the Proxy Process
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A Nevada to Delaware Reincorporation
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Tesla Searched for Musk Replacement
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SPACs May Be Back in 2025
May 1, 2025
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Texan Trio Charged in Ponzi Scheme
May 1, 2025
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No Jail for Unpaid SEC Settlement
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The Activist Investor
The 2025 Proxy Contests So Far
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April 30, 2025
Bloomberg
EU to Offer Trade Proposals Next Week
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D&O Diary
European Parliament Delays EU Sustainability Reporting Requirements
April 30, 2025
Delaware Corporate & Commercial Litigation Blog
Delaware Chancery Rejects Appraisal Procedure to Seek Books and Records
April 30, 2025
Deal Lawyers.com
Delaware Supreme Court Clarifies Indemnification-Claim Procedures
April 30, 2025
Reuters
Amazon in White House Crosshairs over Report of Displaying Tariff Costs
April 29, 2025
Wall Street Journal
Trump Softens Blow of Auto Tariffs
April 29, 2025
New York Times
Dodgy Tether Now Crypto Darling
April 29, 2025
D&O Diary
Covid Effects Drive Securities Suit
April 29, 2025
Sidley Enhanced Scrutiny
Controller’s Breach of Fiduciary Duty Leads to a Novel Remedy
April 29, 2025
Wall Street Journal
Elite Universities Join to Fight Trump
April 28, 2025
Dealbook
Tariffs Squeeze Weak UK Car Biz
April 28, 2025
D&O Diary
Can Worker AI Use Put Execs at Risk?
April 28, 2025
Bloomberg
New Chair Atkins Says SEC Has Enough Authority to Regulate Crypto
April 28, 2025
Reuters
SEC Lost 16% of Staff in Last Year
April 28, 2025
Business Law Prof Blog
Texas, Nevada Lure Delaware Firms
April 27, 2025
Reuters
Trump Spares Fed, IMF, World Relieved
April 27, 2025
Wall Street Journal
China’s Huawei Creates New AI Chip
April 27, 2025
D&O Diary
Tariff Evasion May Prompt FCA Claims
April 27, 2025
SEC Actions
What’s SEC Jurisdiction in Crypto?
April 27, 2025
Wall Street Journal
Paramount Mulls Merger Concessions
April 24, 2025
Reuters
Median CEO Pay Hits Record $16.8 Mln
April 24, 2025
Delaware Business Litigation Report
Delaware Chancery Denies Attorneys’ Fees Despite Fiduciary Breach
April 24, 2025
Dealbook
Has Tariff Fight Passed Its Peak?
April 24, 2025
Bloomberg
SEC Eyes Wall Street’s WhatsApp Use
April 24, 2025
Reuters
US Calls Apple, Meta Fines “Extortion”
April 23, 2025
Wall Street Journal
Trump Fetes Top Meme-Coin Investors
April 23, 2025
Dealbook
Top M&A Lawyer Arthur Fleischer Dies
April 23, 2025
CoinDesk
Unicoin Rejects SEC Settlement Offer
April 23, 2025
Securities and Exchange Commission
SEC Awards Whistleblowers $6 Mln
April 23, 2025
Bloomberg
Mayor Adams Prosecutors Resign
April 22, 2025
Wall Street Journal
FTC Sues Uber Over Billing Practices
April 22, 2025
Dealbook
Boeing in $10 Bln Digital Business Sale
April 22, 2025
D&O Diary
What to Expect from an Atkins SEC
April 22, 2025
Sidley Enhanced Scrutiny
U.S. Court Finds Sixth Amendment Right to Advancement of Legal Fees
April 22, 2025
Reuters
Tesla Settles Wrongful Death Suit
April 21, 2025
Bloomberg
Millionaire Tax Would Yield $400 Bln
April 21, 2025
Wall Street Journal
DOJ Urges Sale of Google Browser
April 21, 2025
Dealbook
On Pope Francis’ Business Diplomacy
April 21, 2025
Reuters
Google to Appeal Monopoly Ruling
April 20, 2025
D&O Diary
California Bars Insurance Coverage for Settlement and Defense Costs
April 20, 2025
Bloomberg
White House Seeks to Bring Financial Regulators Under Its Control
April 20, 2025
Sidley Enhanced Scrutiny
Delaware Chancery Dismisses Entire Fairness Claim Before Discovery
April 20, 2025
Business Law Prof Blog
Advance Notice Bylaw Case Not Ripe
April 20, 2025
Bloomberg
Can Trump Fire Fed Chair Powell?
April 17, 2025
Reuters
Trump: US-Ukraine Near Mineral Deal
April 17, 2025
Wall Street Journal
Judge: Google Runs Ad Monopoly
April 17, 2025
New York Times
EU Central Bank Cuts Interest Rates
April 17, 2025
Securities Regulation and Corporate Governance Monitor
New Guidance on Clawback Disclosures
April 17, 2025
Reuters
Pre-Tariff Buying Fuels U.S. Sales
April 16, 2025
Wall Street Journal
Google Fears UK Antitrust Suit on Ads
April 16, 2025
New York Times
Extreme Tariffs Now Looking Normal
April 16, 2025
Bloomberg
SEC Resists DOGE Data Request
April 16, 2025
Bloomberg
Millionaire Tax Hike Gains Steam
April 15, 2025
D&O Diary
Trump Takes Aim at State ESG Plans
April 15, 2025
New York Post
Heat Is on New SEC Chair Atkins to Crack Down on Chinese Companies
April 15, 2025
Wall Street Journal
DOJ Retreats from White Collar Cases
April 15, 2025
Reuters
U.S. GAO to Probe Changes at SEC
April 15, 2025
Bloomberg
Zuckerberg Testifies in Antitrust Trial
April 14, 2025
Wall Street Journal
Tariffs Fuel Banks’ Trading Revenue
April 14, 2025
Freshfields' A Fresh Take
Feds Issue Latest Threat Assessment
April 14, 2025
D&O Diary
Can White-Collar Crooks Rest Easy?
April 14, 2025
Delaware Corporate & Commercial Litigation Blog
Delaware Chancery Clarifies Argument for “Demand Futility”
April 14, 2025
Cooley M&A
UK Merger Control Shifting Fast
April 13, 2025
Dealbook
PGA-LVA Golf Merger Looks Dead
April 13, 2025
Freshfields' A Fresh Take
Another State Passes “Baby HSR Act”
April 13, 2025
D&O Diary
Tech Exec Hit With Securities Fraud for Attributing Humans’ Work to AI
April 13, 2025
Business Law Prof Blog
Post-SB 21 Delaware Exits Up to Eight
April 13, 2025
Reuters
Tariff Pause Adds to CEO Uncertainty
April 10, 2025
D&O Diary
Court Rules Short Seller Report Allegations Insufficient for Loss Causation
April 10, 2025
Law.com
Senate Confirms Atkins as SEC Chair
April 10, 2025
Bloomberg
Novel Crypto Rulings to Fill SEC Void
April 10, 2025
Corporate & Securities Law Blog
Delaware Chancery Ruling Balances National Security and Closing Conditions
April 10, 2025
Reuters
U.S. Importers Move to Sidelines
April 9, 2025
Bloomberg
CEOs Still Bracing for Recession
April 9, 2025
Wall Street Journal
Prada Deal for Versace Risks Collapse
April 9, 2025
Financial Times
SEC Exodus Should Scare Markets
April 9, 2025

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