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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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New York Times
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New York Times
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Texas Seeks to Limit Proxy Advisers
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Bloomberg
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Financial Times
SEC Scraps Proposed Market Rules
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National Law Review
No Scotus Cert in Disgorgement Suit
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Business Law Prof Blog
What Is “Fraud” Anyway?
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Bloomberg
Tariffs May Hike Prices $2000 Per Car
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Reuters
Google Faces EU Antitrust Setback
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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
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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
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D&O Diary
New DOJ White Collar Enforcement Policy Pressures Caremark Obligations
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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
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Wall Street Journal
OpenAI Tension With Microsoft Rises
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Freshfields' A Fresh Take
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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
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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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Update on Nevada Reincorporations
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Reuters
IPO Market Bounces Back
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Lawmakers Traded as Tariffs Imposed
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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
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Wall Street Journal
U.S. Nuclear Energy Reboots
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Dealbook
Lawyer Richard Beattie Dies at 86
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D&O Diary
What Can Directors Keep Private?
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Reuters
Scotus Rejects Challenge to FINRA
June 11, 2025
Bloomberg
Senate GOP Plan Erases Audit Board
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D&O Diary
Alphabet Settles Antitrust-Related Derivative Lawsuit for $500 Million
June 10, 2025
Bloomberg
Trump Vows Change Little at Law Firms
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Reuters
SEC Says Existing Cuts Met DOGE Goal
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Wall Street Journal
DOJ Focus Narrows in FCPA Cases
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PubCo @ Cooley
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Bloomberg
Disney Buys Comcast’s Hulu Stake
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Delaware Business Litigation Report
Delaware Chancery Nixes Liability for Wholly-Owned Subsidiary’s Parent
June 9, 2025
New York Times
Meta in Talks to Invest in Scale AI
June 9, 2025
Freshfields' A Fresh Take
SEC Rethinks Foreign Private Issuers
June 9, 2025
Deal Lawyers.com
Delaware Chancery Grants Motion to Certify Constitution Issues on SB 21
June 9, 2025
Reuters
Japan Sees Progress in U.S. Tariff Talks
June 8, 2025
Wall Street Journal
DOGE Staffers Fear Getting DOGE’d
June 8, 2025
Bloomberg
BlackRock, Vanguard in Collusion Case
June 8, 2025
Delaware Corporate & Commercial Litigation Blog
Delaware Chancery Assesses Damages for Unfair Valuation
June 8, 2025
Deal Lawyers.com
Structural Antitrust Remedies Are Back
June 8, 2025
The Block
Digital CLARITY Act Faces Turbulence
June 5, 2025
Reuters
Madoff Scam Recovery Tops $15 Billion
June 5, 2025
Bloomberg
Is CFTC Headed for One Commissioner?
June 5, 2025
Deal Lawyers.com
Delaware Chancery Addresses Preferred v. Common Conflict in Firm Sale
June 5, 2025
Business Law Prof Blog
Internal Affairs Doctrine in the Hot Seat
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New York Times
Germans Buy EVs but Shun Teslas
June 4, 2025
Freshfields' A Fresh Take
FTC Returns to Structural Remedies
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The Governance Beat
Most CEOs Want a Director Gone
June 4, 2025
Sidley Enhanced Scrutiny
Delaware Chancery Slams Another Unripe Bylaw Challenge
June 4, 2025
Bloomberg
Ripple, Judge in Settlement Standoff
June 4, 2025
Wall Street Journal
Wells Fargo Allowed to Grow Again
June 3, 2025
Delaware Business Litigation Report
Delaware Supremes Examines Contractual Ambiguity of Waiver Clauses
June 3, 2025
Securities and Exchange Commission
Crypto Security Status Gets Muddier
June 3, 2025
CoinDesk
Coinbase Seeks US Court for Oregon Suit
June 3, 2025
Reuters
Scotus Turns Away Challenge to FINRA
June 3, 2025
D&O Diary
Circuit Split Means PSLRA Headache
June 2, 2025
Barron's
SEC Will Suffer Long Musk Hangover
June 2, 2025
Reuters
SEC Takes Aim at AI Washing
June 2, 2025
Delaware Corporate & Commercial Litigation Blog
Delaware Supreme Court Addresses Fraudulent Concealment Post-Closing
June 2, 2025
Deal Lawyers.com
CFIUS Boosts Foreign-Firm Enforcement
June 2, 2025
Securities Litigation & Enforcement
Securities Suit Settlements Get Smaller
June 1, 2025
CoinDesk
Begging for Crypto Bailouts Not OK
June 1, 2025
Bloomberg
How Trump Attacks on Regulators Threaten Agency Independence
June 1, 2025
Deal Lawyers.com
Delaware Chancery OKs Unequal Payments Under Good Faith Covenant
June 1, 2025
Business Law Prof Blog
Internal Affairs Doctrine Gets Workout
June 1, 2025

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