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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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Reuters
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Wall Street Journal
Unilever Picks a Ben & Jerry’s CEO
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The FinReg Blog
Path Forward for Crypto Legislation
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Tokens Are Enchanting, Not Magical
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SEC Fraud Enforcers Keeping Pace
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Dealbook
X Chief Says She Is Stepping Down
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Cleary Enforcement Watch
DOJ Bulk Data Grace Period Near End
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Chancery Clarifies Duty of Candor
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M&A Law Prof Blog
Investors May Sour on Texas, Nevada
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Investing Platform Linqto Goes Bankrupt
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Biggest AI Risk: Denying Employees AI
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LinkedIn
Delaware SB21 May Revive Appraisals
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SEC’s “Finder” Exemption Back in Play
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The First Caremark Trial Is Imminent
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Delaware Business Litigation Report
Chancery OKs Ouster of LLC Investor
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Freshfields' A Fresh Take
Scotus Takes Case on Securities Suits Against Registered Investment Funds
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The Governance Beat
SEC Revises Two (and Withdraws One) Legal Proceeding Disclosure CDIs
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Cleary Enforcement Watch
DOJ Issues First Declination Under Merger-Related Safe Harbor Provision
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Reuters
EU Antitrust Suit Strikes Google AI
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D&O Diary
Covid Securities Suit Hits Petco
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SEC Settles With SolarWinds
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CooleyXchange
How Texas Treats Share Controllers
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What Cost Stock-Price Expectations?
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Trump Strikes Vietnam Trade Deal
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Democratic FCC Commissioner Blasts Paramount Settlement with Trump
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Cooley Alert
Glass Lewis Previews Pay-for-Performance Model for 2026 Proxy Season
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Foley Blog
Human Factor Matters in M&A
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Nevada Biz Court Approval Pending
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Wall Street Journal
California Ditches Environmental Law
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Bill Gives Chipmakers Bigger Tax Credit
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New York Times
BP Was Once a Hunter, Now Prey
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Reuters
DOGE Eyes SPACs, SEC Policies
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Deal Lawyers.com
Chancery Talks M&A Price Adjustment
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Bloomberg
Apple Can’t Shake DOJ Antitrust Case
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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
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Deal Lawyers.com
Delaware Chancery OKs Claims of Tortious Interference With a Deal
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The Governance Beat
PCAOB May Yet Survive
June 29, 2025
D&O Diary
Investor Suits Hit Weight Loss Drugs
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Bloomberg
SEC Rethinks Market Surveillance Tool
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CoinDesk
Ripple Battle With SEC Is Over
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Securities and Exchange Commission
SEC Issues Report on Changes in M&A
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Bloomberg
Trade Deals Stall on More Tariffs Fear
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Reuters
Elon Musk Confidant Exits Tesla
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Dealbook
Trump Weighs Fed Chair Shakeup
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Wall Street Journal
Public May Soon Bet on SpaceX Stock
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Business Law Prof Blog
Ripple Has Juice, but Not at SDNY
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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
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Reuters
CFPB Cuts Cost Consumers $18 Bln?
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Delaware Business Litigation Report
Delaware Supreme Court Nixes Suit over TripAdvisor’s Move to Nevada
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Freshfields' A Fresh Take
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The Governance Beat
Vanguard to Split Into Two Advisers
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New York Times
Boeing Quiet at Paris Air Show
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Freshfields' A Fresh Take
Industry Bureau Rescinds AI Rule
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The Governance Beat
Texas Seeks to Limit Proxy Advisers
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Bloomberg
U.S. Audit Board Survives GOP Axe
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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
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National Law Review
No Scotus Cert in Disgorgement Suit
June 22, 2025
Deal Lawyers.com
Delaware Supreme Court Nixes $400 Million Aiding, Abetting Judgment
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Business Law Prof Blog
What Is “Fraud” Anyway?
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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
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New York Times
WhatsApp Introduces Ads to App
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Reuters
Nippon Steel-U.S. Steel Deal Closes
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D&O Diary
AI-Washing Suit Hits Healthcare Firm
June 18, 2025
Sidley Enhanced Scrutiny
Delaware Supreme Court Says When Concealment Resets Limitation Period
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Bloomberg
Goldman Sachs Ditches Ban on SPACs
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Wall Street Journal
U.S. Senate Passes Stablecoin Bill
June 18, 2025
D&O Diary
New DOJ White Collar Enforcement Policy Pressures Caremark Obligations
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Bloomberg
Top Crypto Betting Tool Nears Debut
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Law.com
Why Cybercriminals Targeting Law Firms with Voice Phishing
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Financial Times
Crypto Group Tron to Go Public
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Wall Street Journal
Obscure Chinese Stock Scams Dupe Thousands of U.S. Investors
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Reuters
Purdue Opioid Deal Wins State Approval
June 16, 2025
Wall Street Journal
OpenAI Tension With Microsoft Rises
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Freshfields' A Fresh Take
Scotus Weighs In on Aiding, Abetting
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The Governance Beat
SEC Nixes Shareholder Proposal Plan
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Bloomberg
S&P 500 CEOs Turning to Bodyguards
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Deal Lawyers.com
Delaware Chancery Addresses Damages in Alexion Earnout Litigation
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D&O Diary
Company Risks Rise in Global Trade War
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Bloomberg
Stablecoins Put Crypto Near Mainstream
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CoinDesk
Ripple Gets Back $75 Mln in Penalties
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Securities Regulation and Corporate Governance Monitor
SEC Announces Leadership Changes
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Business Law Prof Blog
Update on Nevada Reincorporations
June 15, 2025
Reuters
IPO Market Bounces Back
June 12, 2025
Wall Street Journal
Lawmakers Traded as Tariffs Imposed
June 12, 2025
Bloomberg
Crypto Enforcement Now Up to States
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Justice Department
DOJ Criminal Chief Speaks on FCPA
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Deal Lawyers.com
Delaware Chancery Addresses Exculpation Defense in Fiduciary Duty Case
June 12, 2025

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