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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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The Conservative Case for ESG

By Richard W. Painter October 9, 2024 by renholding

The standard explanation for the division along party lines on the role of ESG in corporate governance is this: Liberals think ESG factors are important in investment and business decisions.  Conservatives think ESG is a harmful distraction, presumably because corporate …

Why Fiduciary Duties Fail to Bridge the Public-Private Law Gap

By Lauren R. Roth September 3, 2024 by renholding

As corporate directors and other private actors have taken on public or quasi-public functions like reigning in conflicted executives or approving healthcare claims, fiduciary duties have expanded to protect the vulnerable and bridge the gap between public and private law.…

ESG, the Corporate Contract, and Managers’ Incentives

By Martin Edwards August 27, 2024 by renholding

Each of the two most oft-propounded notions of ESG – environmental, social, and governance – carries some persuasive weight in the debate about ESG’s impact on corporate governance.  If ESG results in a sharper focus on risk management and better …

How Board Consultants Can Affect Corporate Governance and the Business Judgment Rule

By Maria Lucia Passador June 26, 2024 by renholding

In recent years, boards of directors have confronted a strategic dilemma: whether to appoint specialized directors or engage external consultants to advise them on various aspects of their business. This decision has significant implications for a board’s accountability, the application …

Leveraging Information Forcing in Good Faith

By Hillary Sale May 29, 2024 by renholding

The duty of good faith and oversight, which is a branch of the duty of loyalty, has been the subject of considerable litigation in recent years, with cases revealing significant information asymmetries between directors and management. These cases are subject …

Sullivan & Cromwell Discusses Information-Sharing Between Activists and Their Director Nominees

By Sullivan & Cromwell February 15, 2024 by renholding

Recently, the Delaware Court of Chancery held in Icahn v. Illumina that a director was not permitted to share confidential and privileged information he received in connection with his board service with the activist stockholders that nominated him for election.…

Cleary Gottlieb Discusses How Companies Can Meet Fiduciary Duties When Speaking on Public Issues

By Lillian Tsu and Jonathan R. Povilonis February 13, 2024 by renholding

Companies today face more pressure to speak on social and political issues than ever before. With the constant barrage of issues, the consequences of any course of action can be hard to predict. Speaking up can risk backlash for saying …

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  

Paul Hastings Discusses Delaware Chancery Decision Upholding Advance Notice and Striking Down Bylaw Amendments

By Sean Donahue and Eduardo Gallardo January 16, 2024 by renholding

In Kellner v. AIM Immunotech Inc., et al. (December 28, 2023), Vice Chancellor Will upheld the company’s rejection of an advance notice of nomination finding that the Board acted reasonably and equitably in rejecting the notice and that it did …

What NASDAQ Disclosures Reveal About LGBTQ+ Representation and Overall Diversity in the Boardroom

By Fabrice Houdart October 13, 2023 by renholding

A ground-breaking study provides new data about diversity on the boards of directors of 3,031 companies (representing 2,503 U.S. and 528 foreign firms) listed on the NASDAQ stock exchange.

The demographic information in the study is based on voluntary self-identification …

Contests Under Universal Proxy Rules Have Produced Mixed Results

By Sean Donahue, Eduardo Gallardo and Sahand Moarefy July 13, 2023 by renholding

There have been 12 proxy contests that have gone to a vote under the SEC’s universal proxy rules, which became effective on September 1, 2022. A review of these contests reveals several themes.

Overall Results: Activists obtained a board seat …

Debevoise & Plimpton Discusses Delaware Chancery Decision Allowing Caremark Claim Against an Officer

By Susan Reagan Gittes, Gregory V. Gooding, Elliot Greenfield, Maeve O'Connor and William D. Regner January 31, 2023 by renholding

In a January 25, 2023 decision (In Re McDonald’s Corp. S’Holder Litig., C.A. No. 2021-0324-JTL (Del. Ch. Jan. 25, 2023)), the Delaware Court of Chancery declined to dismiss claims that a corporate officer, who led the company’s human …

1 Comment  

Skadden Discusses Recent Contests Under the Universal Proxy Rules and the 2023 Outlook

By Richard J. Grossman, Neil P. Stronski, Anya Richter Hodes and Alexander J. Vargas January 9, 2023 by renholding

The Securities and Exchange Commission’s (SEC’s) new universal proxy rules, which took effect for meetings after August 31, 2022, require the use of “universal” proxy cards in all director election contests, except for elections held by registered investment companies and …

Institutional Directors: Do They Matter?

By Heng Geng, Harald Hau, Roni Michaely and Binh Nguyen December 20, 2022 by renholding

Over the last two decades, the dramatic increase in institutional investors’ ownership of rival companies has raised questions about collusive corporate policies.[1] However, it is still unclear how common shareholders engage with and influence corporate decision-making, especially when it …

Wachtell Lipton Discusses Key Issues for Boards in Corporate Governance for 2023

By Martin Lipton, Steven A. Rosenblum, Karessa L. Cain and Hannah Clark December 6, 2022 by renholding

While the world recovers from the worst of the pandemic, the economic, political and social repercussions will continue to play out in ways that, while unpredictable, are in some respects characterized by observable patterns of cause-and-effect and cyclicality.  The pendulum …

Do Individual Directors Matter?

By Dipesh Bhattarai, Matthew Serfling and Tracie Woidtke November 17, 2022 by renholding

A fundamental question in corporate governance research is whether the board of directors affects firm value. Some argue that directors contribute no additional value to the firm and may even lower its value if they act only as a rubber …

The New NACD Governance Principles Promote More Engaged and Committed Boards

By Michael W. Peregrine October 21, 2022 by renholding

The new report by the National Association of Corporate Directors (“NACD”), A Framework for Governing into the Future (the “NACD Report”), is a valuable contribution to corporate governance discourse. Among its primary offerings are a forward-looking perspective on governance and …

How Director and Officer Liability Affects Corporate Tax Avoidance

By Sarfraz Khan, Sung-Jin Park, Stan Veliotis and John K. Wald October 12, 2022 by renholding

In a recent paper, we use the law protecting directors and officers of Nevada-incorporated firms from liability to study how such laws relate to corporate tax avoidance. Under the 1987 law, those directors and officers are liable only if …

Algorithmic Trading and How it Affects What Directors Learn from Stock Prices

By Jaewoo Kim, Jun Oh, Hojun Seo and Luo Zuo September 22, 2022 by renholding

Algorithmic trading (AT) is one of the most notable financial innovations in several decades and constitutes a substantial portion of recent trading in stock markets. However, evidence on the economic consequences of AT is mixed. On one hand, prior research …

Strategic Director Appointments

By George Drymiotes and Shiva Sivaramakrishnan September 12, 2022 by renholding

The independence of corporate boards is a serious concern to shareholders and regulators. The influence CEOs have over director appointments accentuates this concern. It is not uncommon to see CEOs appointing directors with personal or business ties (e.g., relatives, friends, …

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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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Wall Street Journal
Will New Digs Draw JPMorgan Workers?
October 22, 2025
Reuters
EU Trustbusters Hit Apple on App Store
October 22, 2025
New York Times
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D&O Diary
Time to Determine Who’s an Officer
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SEC Chair Fast Tracks Agenda
October 22, 2025
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Interest in US MBA Programs Shrinks
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Reuters
Warner Bros Discovery Explores Sale
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Chancery Rules Plaintiffs Asserted Non-Exculpated Disclosure Claims
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Comey Moves to Dismiss Charges
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Glass Lewis Tip Toes From Benchmarks
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Gucci Beauty Unit, L’Oreal Near Deal
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Activism Evolves Quickly in 2025
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SEC Alters Enforcement, Wells Process
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October 19, 2025
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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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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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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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AI Savings Spur Goldman Job Cuts
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Freshfields' A Fresh Take
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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
October 12, 2025
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
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
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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
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Bloomberg
U.S. to Take 10% of Alaska Mining Firm
October 6, 2025
Wall Street Journal
OpenAI, AMD Ink Massive Chip Deal
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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
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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
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Bloomberg
Trump Order Puts TikTok at $14 Billion
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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

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