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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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CEOs

How a Billion Dollar Buy of Tesla Stock Set up a Trillion Dollar Vote

By Vyacheslav (Slava) Fos and Wei Jiang September 25, 2025 by renholding

On September 15, 2025, Elon Musk filed a disclosure with the U.S. Securities and Exchange Commission (SEC) indicating that he had acquired approximately 2.57 million shares of Tesla Inc. in open-market transactions on September 12, at a cost of nearly …

Comment  

How Foreign Experience of Acquirer CEOs Affects Shareholder Returns

By Busra Agcayazi and Kose John August 27, 2025 by renholding

Despite decades of research on M&A outcomes, a puzzling question persists: Why do acquiring firms receive, on average, almost no cumulative abnormal returns around deal announcements (i.e., Betton, Eckbo, and Thorburn, 2008; Moeller, Schlingemann, and Stulz, 2004)? Numerous studies have …

Comment  

Falling Down Hard: The Gender Gap in Executive Turnover

By Charles J. Hadlock, Paul Obermann and Joshua R. Pierce August 20, 2025 by renholding

The underrepresentation of women in the top executive ranks of U.S. corporations is well-documented. Less understood is what happens after women reach the C-suite: Do they keep these jobs as long as men?

Our research examines this question in depth, …

Comment  

The Pay-Ratio Mandate Has Helped Bridge the CEO-Worker Pay Gap

By Chase Potter and Zhonghua Zhang August 14, 2025 by renholding

The growing gap between CEO compensation and typical worker pay has become one of the most visible signs of rising economic inequality. In the United States, this gap has widened dramatically over the past several decades. While CEOs in the …

Comment  

Can a Shareholder Focus Create Value for All Stakeholders?

By John Ampong and Matthew E. Souther June 10, 2025 by renholding

In the debate over whether corporations should give priority to shareholder interests or stakeholder interests, among the thorniest issues is whether one approach creates more value for a company than the other. The challenge lies in the difficulty of assessing …

The Partisan Divide Over Value and Values in State Pension Funds

By Dhruv Aggarwal, Lubomir Litov and Shivaram Rajgopal May 1, 2025 by renholding

Whose interests do public pension funds serve? On the one hand, they have a fiduciary duty to maximize value for the pension fund participants whose retirement savings they invest. On the other, they can use their considerable ownership stakes to …

Unflexed Muscle: SEC Enforcement of CEO and CFO SOX Certifications

By Marc I. Steinberg and A.B. Steinberg March 27, 2025 by renholding

In a new article, we focus on the Securities and Exchange Commission’s enforcement of the CEO and CFO certification requirement pursuant to the Sarbanes-Oxley Act (SOX). The article analyzes the appropriate interpretation of the statute’s reach, the SEC enforcement proceedings …

Does CEO Insider Trading Lead Non-CEOs to Follow Suit?

By Thomas J. Chemmanur, Cheng Jiang, Lukai Yang and Jingyu Zhang January 27, 2025 by renholding

Stock trading by corporate insiders has long drawn interest because of its implications for corporate governance, market integrity, and regulatory oversight. However, the question of whether and how CEOs’ non-routine insider trading influences the trading behavior of other insiders remains …

The Economics of Investor Engagement

By Davidson Heath, Daniele Macciocchi and Matthew C. Ringgenberg December 18, 2024 by renholding

Institutional investors such as mutual funds, pension funds, and exchange traded funds (ETFs) play a prominent role in today’s economy. According to the CFA Institute, institutional investors now hold over $70 trillion in investable assets and thus wield immense influence …

Why Do So Many Firms Lack CEO Succession Plans?

By Francesco Celentano and Antonio Mello December 13, 2024 by renholding

Each year, a significant number of publicly listed companies in the U.S. face the departure of their CEOs. While these transitions are inevitable, they represent critical moments in a company’s lifecycle, often leading to long-lasting financial and strategic problems when …

Why Companies Choose CEOs from Outside or Within

By Kee-Hong Bae, Sadok El Ghoul, Omrane Guedhami and Jung Chul Park December 2, 2024 by renholding

The decision to appoint a new CEO is among the most critical and strategic choices a corporation can face, as it can significantly influence the organization’s future. A key consideration is whether to promote an internal candidate or recruit one …

The Political Transformation of Corporate America, 2021–2022

By Reilly S. Steel October 22, 2024 by renholding

In recent years, scholars and other observers have expressed starkly different understandings of the political landscape of corporate America. While the conventional wisdom has cast large American businesses as a conservative stronghold, others have reached the opposite conclusion, arguing that …

Are ESG Metrics in Executive Compensation All Hat and No Cattle?

By Matthias Efing, Patrick Kampkoetter, Stefanie Ehmann and Raphael Moritz October 15, 2024 by renholding

In recent years, Environmental, Social, and Governance (ESG) metrics have become important factors in determining executive compensation as companies, investors, and regulators aim to align executives’ interests with broader societal goals. But are these metrics effective in generating incentives for …

The Impact of the Global Financial Crisis on Board Gender Diversity

By Shibashish Mukherjee and Sorin M.S. Krammer August 2, 2024 by renholding

The 2008-2009 global financial crisis (GFC) has cast a pall over several corporate governance mechanisms in many firms worldwide. Nonetheless, how the firms treated their female directors in the aftermath and whether they maintained gender diversity on their boards remain …

Stakeholder Governance and the Eclipse of Shareholder Primacy

By Martin Lipton and Kevin S. Schwartz May 8, 2024 by renholding

For decades, advocates of “shareholder primacy” as the North Star of corporate governance have steered our leading corporations and our Nation’s economic engine perilously off-course.  Since the 1970s, when the work of Milton Friedman, Michael Jensen, and Frank …

The Millennial Corporation: Strong Stakeholders, Weak Managers

By Michal Barzuza, Quinn Curtis and David H. Webber March 20, 2024 by renholding

After several years of dramatic growth, ESG investing seems to have entered a period of retrenchment.  While it is impossible to predict the future trajectory of ESG, the movement has revealed important structural features of our financial system and the …

How Corporate Insiders Perceive CEO Inside Debt

By Eric R. Brisker, Dominique Outlaw and Aimee Hoffmann Smith March 18, 2024 by renholding

The media often highlights hefty CEO compensation packages featuring lucrative stock grants, restricted shares, and stock options. The rationale for offering such equity-type compensation to top executives is to align the interests of managers and shareholders to mitigate agency conflicts …

The Role of Corporate Boards in Disclosure Policy and Enforcement

By George Drymiotes, Zijun Liu and Shiva Sivaramakrishnan February 7, 2024 by renholding

Managers have strong incentives to present a favorable image of their companies to investors, analysts, and the public, raising concerns about the credibility of voluntary disclosures. These concerns are particularly severe for unaudited forward-looking disclosures because they are often qualitative …

Why Do Companies Appoint Tainted Executives as Outside Directors?

By Leah Baer, Yonca Ertimur and Jingjing Zhang February 6, 2024 by renholding

Active and retired top executives are prime candidates for outside director positions. Conventional wisdom suggests that these individuals’ experience equips them to serve effectively as monitors and advisers to management. Nevertheless, the business press has revealed that some executives remain …

1 Comment  

Corporate Governance Lessons from the OpenAI Controversy

By Michael W. Peregrine, Robert C. Louthian III and Charles M. Elson January 26, 2024 by renholding

The ongoing controversy surrounding the artificial intelligence company OpenAI, Inc. (OpenAI) offers valuable, broad-based governance lessons for corporate boards across industry sectors and regardless of whether they are for-profit or non-profit companies. The lessons include those relating to mission restrictions, …

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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
GM Backs Off EV Tax Credit Claim
October 8, 2025
Dealbook
Battery-Focused Power Firm Gets $1 Bln
October 8, 2025
Sidley Enhanced Scrutiny
PSLRA Confusing Section 11 Litigants
October 8, 2025
D&O Diary
Is Claude the Next Napster?
October 8, 2025
Law.com
SEC Facing Backlogs After Furloughs
October 8, 2025
Bloomberg
Fears of Trillion-Dollar AI Bubble Grow
October 7, 2025
Reuters
Tesla’s “Affordable” Models Are Not
October 7, 2025
Wall Street Journal
Megabanks Drive Regionals to Merge
October 7, 2025
Cooley M&A
Shutdown Stalls Antitrust Enforcers
October 7, 2025
Dealbook
NYSE Parent to Buy Stake in Prediction Market Operator Polymarket
October 7, 2025
Bloomberg
U.S. to Take 10% of Alaska Mining Firm
October 6, 2025
Wall Street Journal
OpenAI, AMD Ink Massive Chip Deal
October 6, 2025
Cleary M&A Watch
How a Retail Voting Program Works
October 6, 2025
Freshfields' A Fresh Take
FTC Challenges Zillow-Redfin Deal
October 6, 2025
Deal Lawyers.com
Chancery Lets Fiduciary Duty Claims Proceed in Microsoft-Activision Deal
October 6, 2025
Bloomberg
Bitcoin Crosses Fresh Record High
October 5, 2025
Wall Street Journal
Startups Eating Big Food’s Lunch
October 5, 2025
Reuters
Trump Eyes Greenland Rare-Earth Firm
October 5, 2025
D&O Diary
Delaware Chancery M&A Suit Settlements Rise in Number and Value
October 5, 2025
Business Law Prof Blog
Second Circuit Securities Decision May Suggest PSLRA Went Too Far
October 5, 2025
Delaware Business Litigation Report
Delaware Supreme Court Reverses Chancery Dismissal of Rule 60(b) Claim
October 2, 2025
Freshfields' A Fresh Take
How EU, California AI Acts Overlap
October 2, 2025
Securities and Exchange Commission
Prophecy Asset Mgmnt Sued for Fraud
October 2, 2025
Reuters
Judge Nixes NFT Artist Suit Against SEC
October 2, 2025
Reuters
Judge Keeps SEC Twitter Suit in DC
October 2, 2025
Reuters
Yahoo Nears AOL Sale for $1.4 Billion
October 1, 2025
Bloomberg
Automakers Extend $7,500 EV Discount
October 1, 2025
D&O Diary
How Plaintiffs Are Dodging Delaware
October 1, 2025
Securities Regulation and Corporate Governance Monitor
How Shutdown Affects SEC Operations
October 1, 2025
Deal Lawyers.com
Chancery Says Late Statement Doesn’t Waive Post-Closing Adjustment
October 1, 2025
Bloomberg
Pfizer Gets Three-Year Tariff Reprieve
September 30, 2025
Wall Street Journal
Boeing Starts on 737 MAX Replacement
September 30, 2025
Reuters
AstraZeneca’s U.S. Listing May Pull Other Companies from London
September 30, 2025
D&O Diary
Bankruptcy Statistics Prompt Worry
September 30, 2025
Bloomberg
Atkins Touts SEC-CFTC Crypto Work
September 30, 2025
Bloomberg
Google Settles Trump Suit for $24.5 Mln
September 29, 2025
Wall Street Journal
Javice: 7 Years for Fraud on JPMorgan
September 29, 2025
Dealbook
EA’s $55 Bln Buyout Is Biggest Ever
September 29, 2025
The Governance Beat
Texas Probes ISS, Glass Lewis on ESG
September 29, 2025
Financial Times
Let Market Set Reporting Frequency
September 29, 2025
Bloomberg
EA Buyout Talk Highlights Gaming Fall
September 28, 2025
Reuters
Boeing Settles Wrongful-Death Suit
September 28, 2025
Wall Street Journal
Regulators Scrutinize Unusual Trading Ahead of Crypto-Treasury Deals
September 28, 2025
Business Law Prof Blog
Nevada Forms Biz Court Commission
September 28, 2025
Bloomberg
Trump Order Puts TikTok at $14 Billion
September 25, 2025
Wall Street Journal
Autos Flash US Economy Warning Sign
September 25, 2025
Cleary M&A Watch
To Arbitrate or Not? Firms Can Choose
September 25, 2025
Dealbook
Germany Woos Indian Workers US Scared
September 25, 2025
Freshfields' A Fresh Take
SEC Case Tests Private Fund Managers
September 25, 2025
MSNBC
Comey Indictment Expected Soon
September 24, 2025
Bloomberg
Intel Seeks Investment From Apple
September 24, 2025
Wall Street Journal
Trial Lawyers Breaking Up With Big Law
September 24, 2025
The Governance Beat
ExxonMobil Files Solicitation Materials for Retail Opt-In Voting Program
September 24, 2025
Insurance Journal
SEC: Online RadioShack a Ponzi Scheme
September 24, 2025
Wall Street Journal
Sinclair, Nexstar Won’t Air Kimmel
September 23, 2025
Delaware Business Litigation Report
Chancery Partially Vacates Expert’s Findings in Acquisition Price Dispute
September 23, 2025
Dealbook
New Meta PAC Aims to Boost AI
September 23, 2025
Bloomberg
No Quarterly Reports Portends Shakeup
September 23, 2025
Bloomberg
SEC Chief Seeks Crypto Rule Exemption
September 23, 2025
Bloomberg
IPOs Revive, Private Market Still Soars
September 22, 2025
Reuters
Nvidia to Put Up to $100 Bln in OpenAI
September 22, 2025
Wall Street Journal
Treasury Boss Hints at Argentina Rescue
September 22, 2025
New York Times
H-1B Visa Tiff Roils Firms, Geopolitics
September 22, 2025
D&O Diary
Killing Quarterly Reports Is a Bad Idea
September 21, 2025
Bloomberg
SEC Drops Allen Stanford-Related Case
September 21, 2025
Delaware Corporate & Commercial Litigation Blog
Chancery: Personal CEO Data Irrelevant
September 21, 2025
Deal Lawyers.com
How Big Beautiful Bill Affects M&A
September 21, 2025
Business Law Prof Blog
Texas Puts Culture Over Governance
September 21, 2025
Wall Street Journal
California Seeks End to Oil Firms Exit
September 18, 2025
Bloomberg
FTC Sues Ticketmaster, Live Nation Over Ticket Resales
September 18, 2025
Reuters
Nvidia Takes $5 Billion Stake in Intel
September 18, 2025
Delaware Business Litigation Report
Delaware Chancery Dismisses Suit for Failure to Claim Demand Futility
September 18, 2025
MSN
Ex-SEC Chair Warns Twice-a-Year Reporting Will Make Markets Volatile
September 18, 2025
Reuters
Fed Cuts Interest Rates, More to Come
September 17, 2025
Dealbook
Fed Chair Has Internal Challenges Too
September 17, 2025
The Governance Beat
SEC Warns Foreign Firms on Accounting
September 17, 2025
Wall Street Journal
End to Quarterly Reports No Sure Bet
September 17, 2025
Business Law Prof Blog
SEC OKs Arbitration in Bylaws, Charter
September 17, 2025
D&O Diary
Courts Slam Lawyers’ AI Misuse
September 16, 2025
Bloomberg
SEC, Winkelvosses to End Crypto Suit
September 16, 2025
Reuters
Trump Seeks End to Quarterly Reports
September 16, 2025
Securities Regulation and Corporate Governance Monitor
SEC OKs Retail Shareholder Voting Program for Standing Voting Directions
September 16, 2025
Sidley
How Universal Proxy Changed Contests
September 16, 2025
Cleary M&A Watch
House Financial Services Committee Previews Possible 14a-8 Reform
September 15, 2025
Delaware Business Litigation Report
Chancery Nixes Insider Trading Claims for Demand-Futility Pleading Fail
September 15, 2025
Dealbook
Robinhood Bets Again on Opening Up Private Markets
September 15, 2025
Financial Times
SEC Boss Scraps Bold Enforcement Plan
September 15, 2025
Insurance Journal
Attacks on SEC Climate Rule Paused
September 15, 2025
Wall Street Journal
UnitedHealth Spends Big to Mollify DC
September 14, 2025
New York Post
UBS Eyes US Move to Skirt Swiss Regs
September 14, 2025
D&O Diary
SOX’s Ethics Reporting Hotlines Endure
September 14, 2025
Yahoo Finance
SEC to Nix Case Against Nikola CEO
September 14, 2025
Business Law Prof Blog
SEC May OK Arbitration in Bylaws
September 14, 2025
Wall Street Journal
Microsoft, OpenAI to Extend Partnership
September 11, 2025
Bloomberg
Paramount Readies Warner Bros. Bid
September 11, 2025
Dealbook
Klarna Debut Suggests IPO Revival
September 11, 2025
Securities and Exchange Commission
New Corporation Finance Chief Named
September 11, 2025
McDermott Will
DOJ, FTC Speed Up Merger Reviews
September 11, 2025
Bloomberg
SEC Near Dual-Class Fund Decision
September 10, 2025
Delaware Business Litigation Report
Delaware Chancery Finds Class Rep Sought Excessive Incentive Award
September 10, 2025
ThinkAdvisor
SEC Sued Over Accredited Investor Rule
September 10, 2025
Financial Times
SEC Targets Firms Tied to Suspected Chinese Pump and Dump Scam
September 10, 2025
Corporate & Securities Law Blog
Ninth Circuit Clarifies the SEC’s Disgorgement Standard
September 10, 2025
Wall Street Journal
Inflation Erased Income Gains Last Year
September 9, 2025
Bloomberg
Trump Floats New China, India Tariffs
September 9, 2025
D&O Diary
What Happens to Parallel Derivative Suits If Securities Class Actions Settle?
September 9, 2025
Cointelegraph
Senate Bill: Token Stocks Are Securities
September 9, 2025
Delaware Corporate & Commercial Litigation Blog
Delaware Supreme Court Clarifies Requirements for Aiding and Abetting
September 9, 2025

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