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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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Paul Weiss Discusses How to Mitigate SPAC Litigation Exposure

By Brad S. Karp, Lewis R. Clayton, Jessica S. Carey, Gregory F. Laufer and Geoffrey R. Chepiga March 26, 2021 by Nisha Chandra

The explosive growth in Special Purpose Acquisition Companies (“SPACs”)[1] is starting to generate significant amounts of litigation. Scores of civil lawsuits have been filed against SPAC sponsors and/or their directors and officers since the start of 2020, with more …

Are Audit Committees Suffering from Overload?

By Musaib Ashraf, Preeti Choudhary and Jacob Jaggi August 27, 2019 by renholding

Audit committee responsibilities have consistently increased, and practitioners have raised concerns that audit committees may be overloaded with duties. For example, in a 2005 interview, one audit committee member noted, “It’s becoming almost excessive. We get press releases almost weekly …

1 Comment  

Going Concern Opinions, Institutional Ownership, and CEO Compensation

By Ning Ren and Yun Zhu October 22, 2018 by renholding

Auditors issue going concern opinions when they have substantial doubts about a client’s ability to continue as a going concern for one year beyond the financial statement date. Abundant anecdotal evidence shows that  companies that received these opinions went through …

The Consequences of Restatements for Outside Directors

By Daniel Street July 13, 2018 by renholding

Serving on a public company’s board of directors carries responsibilities and risks as well as benefits for directors.  If directors do not carry out their duties effectively, they risk damaging their reputation, losing their board seats, and facing shareholder lawsuits.  …

Fried Frank Discusses the Obligations of LLC Directors and Managers

By Gail Weinstein, Steven J. Steinman, Brian T. Mangino, Randi Lally and Maxwell Yim June 20, 2018 by renholding

There are now more than twice as many entities formed in Delaware as LLCs and other alternative entities as are formed as corporations. Private equity funds and hedge funds often are formed as LLCs or limited partnerships to take advantage …

Boards Should Use Diversity as a Defense Against Activists

By George Tepe September 21, 2017 by renholding

Many institutional investors have made increasing the diversity of corporate boards a priority, yet activist investors that rely on the support of these institutional investors often make boards less diverse. Boards should take advantage of this divergence between the priorities …

How Sarbanes-Oxley Affects Board Changes and CEO Turnover

By Mustafa A. Dah, Melissa B. Frye and Matthew Hurst July 10, 2017 by renholding

Following the corporate governance scandals of the early 2000s, the effectiveness of board monitoring came into question. In response, Congress passed the Sarbanes-Oxley Act of 2002 (SOX) in an attempt to increase monitoring and improve corporate governance. In conjunction with …

Morrison & Foerster Explains How Delaware Paves the Way for Blockchain Technology

By Spencer D. Klein and F. Dario de Martino March 31, 2017 by renholding

Following last May’s announcement of the “Delaware Blockchain Initiative” by former Delaware Governor Jack Markell[1], on March 13, 2017, the Corporate Council of the Corporation Law Section of the Delaware State Bar Association released groundbreaking draft legislation proposing …

The Unethical Leader: Who Follows?

By Eric N. Johnson, Linda Kidwell, D. Jordan Lowe and Philip Reckers March 28, 2017 by renholding

When high-profile cases of fraud make the news, we often focus our attention on the CEO or other C-suite executives, asking what signs were missed and how we might better anticipate who might commit fraud. Academics have researched the characteristics …

Skadden Discusses Section 16 Settlements

By Brian V. Breheny, Neil M. Leff, Erica Schohn, Joseph M. Yaffe and Josh LaGrange March 9, 2017 by Jeff Himelson

The so-called “short-swing profit rule” under Securities Exchange Act Section 16(b) generally prohibits officers and directors as well as 10 percent shareholders of a U.S. public company from profiting from any purchase or sale (or sale and purchase) of the …

Cleary Gottlieb Offers Advice on Responding to a Social Media Attack

By Arthur Kohn, Pamela Marcogliese, Laurent Alpert and Mai Li March 3, 2017 by renholding

President Trump has repeatedly used his Twitter account to single out companies for criticism of their business practices, raising the question for a broad range of public companies of how to prepare for and potentially respond to such criticism.  Of …

Hedge Fund Activism as a Conflict of Entrepreneurship

By Alessio M. Pacces February 22, 2017 by renholding

Hedge funds have boosted shareholder activism worldwide. In my recent article, I discuss the policy response to hedge fund activism. I argue that the short-termism debate cannot shed light on the desirability of such activism. Rather, hedge fund activism should …

Cleary Gottlieb Explores What’s Next in UK Corporate Governance Reform

By Simon Jay and Melissa Reid January 19, 2017 by renholding

On November 29, 2016, Prime Minister Theresa May’s government issued a green paper[1] (the “Green Paper”) to canvass opinion on proposed reforms to the UK’s corporate governance framework.

A green paper is a government consultation document that …

Making Sense of Corporate Governance in U.S. Firms

By Dina F. El Mahdy December 16, 2016 by renholding

Corporate governance has become even more important since the collapse of major firms in the 1990s and the global financial crisis of 2007-2008, and the relationship between financial reporting and the capital markets is a big reason why. The debate …

Sullivan & Cromwell Reviews and Analyzes 2016 U.S. Shareholder Activism

By Glen T. Schleyer, Stephen M. Guynn, Korey R. Inglin, Tengteng Peng and Chenjing Shen December 15, 2016 by renholding

Shareholder activism remains a major force in corporate decision-making in 2016 but is increasingly operating in an environment of robust, multi-faceted shareholder engagement, particularly at large companies. The time and effort that companies and institutional investors have spent developing a …

Skadden Analyzes Two Important Deal Litigation Cases from Delaware Chancery

By Amy C. Huffman and Lauren N. Rosenello December 13, 2016 by renholding

In In re Chelsea Therapeutics International LTD Stockholders Litigation, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery dismissed claims that Chelsea Therapeutics International Ltd.’s (Chelsea) board of directors acted in bad faith by selling Chelsea to …

Skadden Discusses Delaware’s Corwin Case and the High Bar for Post-Closing Damages

By Joseph Larkin and Shaivlini Khemka December 6, 2016 by renholding

The Delaware Supreme Court’s landmark decision in Corwin v. KKR Financial Holdings  LLC, 125 A.3d 304 (Del. 2015) articulated a new defendant-friendly rule for post-closing damages actions for breaches of fiduciary duties. The Delaware Supreme Court held that where a …

Gibson Dunn Discusses Proxy Advisers’ 2017 Voting Guidelines

By Elizabeth Ising, Lori Zyskowski and Ronald Mueller December 5, 2016 by renholding

The two most influential proxy advisory firms–Institutional Shareholder Services (ISS) and Glass, Lewis & Co. (Glass Lewis)–recently released their updated proxy voting guidelines for 2017.  The key changes to the ISS and Glass Lewis policies are described below along with …

Ropes & Gray Discusses Recent Proxy Access Developments

By Paul Kinsella and David Fine November 18, 2016 by renholding

To date, nearly 300 companies have adopted proxy access bylaws, including over 40 percent of S&P 500 companies. Given the widespread adoption of proxy access by large U.S. companies, it was only a matter of time before a shareholder actually …

Director Networks and Credit Ratings

By Bradley W. Benson, Subramanian R. Iyer, Kristopher Kemper and Jing Zhao November 16, 2016 by renholding

In the aftermath of the most recent financial crisis, credit rating agencies (CRAs) once again received a portion of the blame.  Similar to the negative CRA attention that followed the Asian Financial Crisis in 1997 and the dot.com bubble of …

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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
MAGA Is Fueling a SPAC Revival
October 26, 2025
Fortune
SEC Levels Wells Notice Playing Field
October 26, 2025
Delaware Corporate & Commercial Litigation Blog
Delaware Chancery Dismisses Complaint Based on False Allegations
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EY Merger Monthly
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Update on Dexit to Texas, Nevada
October 26, 2025
Reuters
Consumers Seek $2.36 Bln from Google
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Why Meme-Stock Mania Persists
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Trump Pardons Binance Founder
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Elon Musk’s Trillion-Dollar Pitch
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Will Lack of Shareholder Proposals Mean More “Vote No” Campaigns?
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EU Trustbusters Hit Apple on App Store
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Time to Determine Who’s an Officer
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SEC Chair Fast Tracks Agenda
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Interest in US MBA Programs Shrinks
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Warner Bros Discovery Explores Sale
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Delaware Business Litigation Report
Chancery Rules Plaintiffs Asserted Non-Exculpated Disclosure Claims
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The Governance Beat
Exxon Sued Over Retail Vote Program
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Bloomberg
Comey Moves to Dismiss Charges
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New York Times
Ari Emanuel Buys TodayTix
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Freshfields Blog
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Glass Lewis Tip Toes From Benchmarks
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Sidley Enhanced Scrutiny
Chancery Nixes Derivative Suit Over CEO Pay for Lack of Demand Futility
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South Africa Unveils Nuclear Ambitions
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Gucci Beauty Unit, L’Oreal Near Deal
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Activism Evolves Quickly in 2025
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Securities and Exchange Commission
SEC Alters Enforcement, Wells Process
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Will Eliminating Quarterly Reporting Increase the Risk of Securities Fraud?
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Bloomberg
Xi Rare Earth Move Gives Trump Chance
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New York Times
J&J Sued in UK Over Baby Powder
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Reuters
SEC 2025 Enforcement in Retrospect
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Cointelegraph
SEC’s Atkins: 10-Year US Lag on Crypto
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Wall Street Journal
PCAOB to Cut Board Pay 20 Percent
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Reuters
U.S. Judge Blocks Plan to Lay Off Thousands of Government Workers
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Wall Street Journal
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D&O Diary
Lawsuit Challenges Constitutionality of SEC Accredited Investor Rules
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Law.com
SEC Whistleblower Awards Hit Low
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Bloomberg
Crypto Litigation Shows Industry Won
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Bloomberg
AI Savings Spur Goldman Job Cuts
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Dealbook
What Rebuilding Gaza Would Cost
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Freshfields' A Fresh Take
Anti-Terrorism Act Liability Evolving
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The Governance Beat
How SEC Shutdown Hurts EDGAR Next
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Cornerstone Research
Delaware Chancery M&A-Lawsuit Settlements Are on the Rise
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Bloomberg
First Brands CEO Exits, Leaves Mess
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Reuters
How U.S. Is Eating Trump’s Tariffs
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Wall Street Journal
OpenAI, Broadcom, Forge Chip Deal
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Dealbook
Prediction Market Expands Overseas
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The Governance Beat
SEC Sets Shareholder Proposal Demise
October 13, 2025
Delaware Business Litigation Report
Chancery: Top-Shareholder’s Redemption, Call Rights Exercise Unfair
October 12, 2025
D&O Diary
Securities Suit Defense Faces Trouble
October 12, 2025
Bloomberg
SEC Chair Eyes Shareholder Proposals
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Reuters
SEC Eases IPO Path in Shutdown
October 12, 2025
Business Law Prof Blog
Update on Moves to Texas, Nevada
October 12, 2025
Reuters
Ford Also Backs Off EV Tax Credit Plan
October 9, 2025
Wall Street Journal
New York AG Indicted for Bank Fraud
October 9, 2025
New York Magazine
Ponzi Charges Crash YouTube Empire
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Bloomberg
FirstBrands Fail Blind Sides Wall Street
October 9, 2025
Deal Lawyers.com
Chancery OKs Claim Insiders Got Non-Ratable Benefit from LLC Conversion
October 9, 2025
Reuters
GM Backs Off EV Tax Credit Claim
October 8, 2025
Dealbook
Battery-Focused Power Firm Gets $1 Bln
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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
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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
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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
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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
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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
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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

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