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  • 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
  • Asset Managers as Regulators Comment bubble 1 By Dorothy S. Lund
  • Reforming the Macroprudential Regulatory Architecture in the United States By Kathryn Judge and Anil Kashyap
  • Predicting the Unpredictable: What Will Musk Do Next? By John C. Coffee, Jr.
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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DOJ

Morrison & Foerster Discusses Antitrust Actions for Third Quarter 2023

By Lisa Phelan, Megan Gerking, Joseph Folio, Rob Manoso and Megan Golden November 2, 2023 by renholding

The third quarter of 2023 was eventful for both domestic and international cartel enforcers.

In the United States, the Department of Justice (DOJ) continues to revamp policies to sharpen its enforcement efforts. On October 4, 2023, the Deputy Attorney General …

Comment  

How History Sheds Light on the Limits of Fraud Prevention

By Emily Kadens October 27, 2023 by renholding

The common law of fraudulent misrepresentation, whether in tort or contract, balances the alleged fraudster’s intentional deception against the victim’s unjustified reliance. The law does not reward the victim who should have known better than to trust the fraudster’s representations. …

1 Comment  

U.S. Deputy AG Announces New Safe Harbor Policy for Voluntary Disclosures in M&A

By Lisa Monaco October 6, 2023 by renholding

Thank you for inviting me to talk with you today – this is an important audience for the Department of Justice because your voice – and your work – to promote a culture of compliance across your companies is more

…

When Corporate Misconduct Leads to Death, Deferred Prosecution Should Not Be Permitted

By Peter R. Reilly October 2, 2023 by renholding

Department of Justice (DOJ) prosecutors are empowered to resolve serious corporate criminal allegations through deferred prosecution agreements (DPA). In a new paper, I argue that DPAs should not be permitted when corporate misconduct causes people to lose their lives.

To …

Arnold & Porter Discusses New National Security-Based Restrictions on Corporate Activity

By Deborah A. Curtis, Cate Baskin, Minjae Kim and Kerry K. Walsh September 14, 2023 by renholding

Recently, the whole of the U.S. government has showcased its commitment to addressing the national security implications of certain corporate activities. On September 11, 2023, the U.S. Department of Justice (DOJ) tapped its first National Security Corporate Enforcement Chief. The …

Paul Weiss Discusses Proposed Merger Guidelines and Private Equity

By Scott A. Sher, Aidan Synnott, Eyitayo “Tee” St. Matthew-Daniel, Brette Tannenbaum and Michael Vogel September 11, 2023 by renholding

The Antitrust Division of the U.S. Department of Justice (DOJ) and Federal Trade Commission (FTC) recently released a draft overhaul of their merger guidelines. The merger guidelines are intended to describe how the agencies evaluate mergers and reach decisions on …

Paul Weiss Discusses Second Circuit Decision Confirming Syndicated Bank Loan Not a “Security”

By Lorin L. Reisner, Audra J. Soloway, Richard C. Tarlowe, Alexis K. Kaufman and Daniel Negless September 5, 2023 by renholding

On August 24, 2023, in a highly anticipated decision, the Second Circuit in Kirschner v. JPMorgan Chase Bank, N.A. et al. affirmed dismissal of state-law securities claims because the syndicated term loan in question was not a “security” and therefore …

Davis Polk Discusses FTC Challenge to Director Interlock at Non-Corporate Entity

By Cody Donald, Ronan P. Harty, Nathan Kiratzis, Howard Shelanski and Jesse Solomon August 29, 2023 by renholding

On August 16, 2023, the U.S. Federal Trade Commission (FTC) announced that it had simultaneously sued and approved a settlement (a consent order) related to the proposed acquisition of EQT Corporation by funds managed by Quantum Energy Partners (Quantum). The …

Cleary Gottlieb Discusses DOJ, Commerce, and Treasury Advisory on Voluntary Self-Disclosure Policies

By David Last, Abena Mainoo, Chase Kaniecki, Samuel Chang and Andrew Saba August 14, 2023 by renholding

On July 26, 2023, the U.S. Department of Justice’s National Security Division (“NSD”), the U.S. Department of Commerce’s Bureau of Industry and Security (“BIS”), and the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) issued a Tri-Seal …

Skadden Discusses DOJ’s Reliance on Traditional Statutes in Cryptoasset Fraud Cases

By Alexander C. Drylewski, Stuart D. Levi, Daniel Michael and Spurthi Jonnalagadda August 3, 2023 by renholding

Two recent indictments highlight the Department of Justice’s (DOJ’s) continuing use of the traditional wire fraud, money laundering and identity theft statutes to pursue fraud involving digital assets, indicating that law enforcement will look to prevent theft and scamming regardless …

Paul Hastings Discusses New Draft Antitrust Merger Guidelines

By Michael Wise, Michael Murray and Noah Pinegar July 24, 2023 by renholding

The Department of Justice Antitrust Division and Federal Trade Commission issued new draft Merger Guidelines on July 19 that aim to significantly increase scrutiny of merger activity. The new Merger Guidelines would replace prior pronouncements of antitrust policy from the …

Skadden Discusses DOJ Loss in Fourth Criminal No-Poach Case

By Tara L. Reinhart, Julia K. York, Tamara L. Chin Loy and Ryan J. Travers May 9, 2023 by renholding

In the latest setback in the Department Justice Antitrust Division’s (DOJ) attempts to prosecute “no-poach” agreements criminally, a federal judge acquitted from the bench all six defendant employees of aerospace engineering companies alleged to have allocated a labor market by …

Gibson Dunn Discusses DOJ, FTC Antitrust Summit

By Rachel Brass, Jay Srinivasan, Stephen Weissman, Jamie France and Caroline Ziser Smith April 10, 2023 by renholding

On March 27, 2023, the U.S. Department of Justice and U.S. Federal Trade Commission (together, the “Agencies”) hosted international and state antitrust enforcers for panel discussions on current and emerging enforcement trends.Agency leaders Assistant Attorney General (“AAG”) Jonathan Kanter and …

Davis Polk Discusses New DOJ Clawback, Messaging, and Monitorship Guidance

By Daniel S. Kahn, Greg D. Andres, Martine M. Beamon, Tatiana R. Martins and Fiona R. Moran March 14, 2023 by renholding

This month brought additional guidance from DOJ, this time the much-anticipated compliance guidance on compensation structures to incentivize compliance and the use of personal devices and messaging apps to engage in business communications. The guidance was announced by the Deputy …

Sullivan & Cromwell Discusses New DOJ Policies for Prosecuting Corporate Crime

By Nicolas Bourtin, Andrew DeFilippis, Aisling O'Shea and Michele Materni March 9, 2023 by renholding

On March 2 and 3, 2023, Deputy Attorney General Lisa Monaco and Assistant Attorney General Kenneth Polite gave speeches announcing new and amended Department of Justice policies and guidance for prosecuting corporate crime. Both sets of remarks—which built on earlier …

A Top DOJ Official Speaks on Corporate Enforcement and Compliance

By Lisa H. Miller February 24, 2023 by renholding
Thank you, Brian, for the kind introduction. It’s great to be here with all of you. Today, I will share a snapshot of our 2022 enforcement results as well as our policy approach to white-collar and corporate crime.

I have

…

Cleary Gottlieb Discusses M&A in 2023

By James E. Langston, Kyle A. Harris and Wolete Moko January 30, 2023 by renholding

Consensus opinion coming into 2022 was that high M&A volume would continue, albeit not quite at the record-setting pace of 2021. The market had other plans. Volume decreased much more sharply from the 2021 high than was commonly expected. While …

Chief of DOJ’s Criminal Division Announces Revisions to Corporate Enforcement Policy

By Kenneth A. Polite, Jr. January 20, 2023 by renholding
Professor O’Sullivan, thank you for that kind introduction. It’s a pleasure to be here with you all today [January 17] at Georgetown. Not only am I an alum of the Law Center, I’m an alum of this building, Gewirz Residence
…

Paul Weiss Discusses the State of Antitrust Enforcement at the Beginning of 2023

By Andrew C. Finch, Joshua H. Soven, Aidan Synnott and Brette Tannenbaum January 19, 2023 by renholding

2022 was an active year for the U.S. federal antitrust enforcement agencies. There were important developments in all key areas of the agencies’ remit, from merger enforcement to civil conduct cases to criminal prosecutions. 2023 may prove to be one …

Simpson Thacher Discusses Second Circuit Decision Curtailing Title 18 Insider Trading Liability

By Martin Bell, Marc Berger, Jeff Knox, Josh Levine and Nick Goldin January 17, 2023 by renholding

On December 29, 2022, the Second Circuit issued its highly anticipated opinion on remand in United States v. Blaszczak (“Blaszczak II”), reconsidering the case following the Supreme Court’s January 2021 vacatur of the Second Circuit’s original decision upholding …

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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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CoinDesk
Anti-Crypto Terror Financing Bill Heads to Senate
December 10, 2023
Reuters
Ex-Apple Lawyer Sentenced to Probation for Insider Trading
December 10, 2023
Bloomberg
Musk Seeks Scotus Twitter-Sitter Ruling
December 10, 2023
Jim Hamilton's World
PCAOB Chair Urges Fraud Vigilance
December 10, 2023
Business Law Prof Blog
The Latest on Internal Affairs Doctrine
December 10, 2023
Reuters
Stellantis to Cut Detroit SUV Production
December 7, 2023
Dealbook
Tesla Fighting With Sweden’s Unions
December 7, 2023
Bloomberg
Binance Is Law Abiding Now
December 7, 2023
CoinDesk
Jamie Dimon Bashes Crypto
December 7, 2023
D&O Diary
First Product-Safety Case Nails Execs
December 6, 2023
Sidley Enhanced Scrutiny
Scotus Mulls Omissions as Fraud
December 6, 2023
Bloomberg
Call Accountant After a Cyber Breach
December 6, 2023
Wall Street Journal
SEC Chair Warns Against “AI Washing”
December 6, 2023
New York Times
Bitcoin Soars on ETF Hopes
December 6, 2023
Axios
SEC “Crypto Mom” Withholds Love
December 5, 2023
Wall Street Journal
SEC Scrutiny Makes Non-Disclosure Tricky
December 5, 2023
Bloomberg
Banks Struggling to Watch Staffers
December 5, 2023
Reuters
Israel Probes Pre-Hamas Attack Trades
December 5, 2023
PubCo @ Cooley
SEC Top Accountant Talks Cash Flows
December 5, 2023
Sidley
Delaware Chancery Denies Advance for Legal Fees in Rare Trial
December 4, 2023
Wall Street Journal
Binance Cops DOJ Plea, but SEC Next
December 4, 2023
Reuters
Prison Official Took Rajaratnam Bribe
December 4, 2023
Justice Department
FBI Trainee Guilty of Insider Trading
December 4, 2023
PubCo @ Cooley
SEC ALJs May Go Down, but Administrative State Probably Won’t
December 4, 2023
Bloomberg
Fake WeWork Rescuer an Hour Late
December 3, 2023
PubCo @ Cooley
SEC Concedes on Buyback Rule Flaws
December 3, 2023
Jim Hamilton's World
Defining Accredited Investor Roils SEC
December 3, 2023
Cooley M&A
How to Handle Equity Awards in Deals
December 3, 2023
Business Law Prof Blog
A Tale of Two Anti-Activist Bylaws
December 3, 2023
Bloomberg
SoFi Technologies Exiting Crypto
November 30, 2023
D&O Diary
Should Short-Seller Reports Give Weight to Securities Class Actions?
November 30, 2023
Yahoo Finance
Scotus Seems Down on SEC Courts
November 30, 2023
PubCo @ Cooley
Big Comp Committee Issues Next Year
November 30, 2023
Deal Lawyers.com
Second Circuit Narrows Safe Harbor from Fraudulent Transfer in LBO
November 30, 2023
Reuters
Disney CEO Iger Promises 2026 Exit
November 29, 2023
Wall Street Journal
Scotus Mulls Right to Trial by Jury
November 29, 2023
Bloomberg
Might the SEC Lose Its Courts?
November 29, 2023
Jim Hamilton's World
SEC Adopts New Rule on Asset-Backed Securities Conflicts of Interest
November 29, 2023
Deal Lawyers.com
U.S. Court Says Info About Alternative Deal Structure Immaterial for Disclosure
November 29, 2023
New York Times
Amazon Unveils Q, AI Chatbot for Firms
November 28, 2023
D&O Diary
SPAC-Linked Securities Suit Hits EV Firm
November 28, 2023
Reuters
New California Law Requires VC, Private Equity Firms to Report Diversity
November 28, 2023
Bloomberg
MLB, Formula 1 Face Fraud Suits for Promoting FTX Cryptocurrency
November 28, 2023
PubCo @ Cooley
U.S. Court Seems Open to Seeing “Shadow Trading” as Insider Trading
November 28, 2023
Reuters
SEC Adopts Trader Conflicts Rule
November 27, 2023
Bloomberg
Deregulation Talk Scaring Crypto World
November 27, 2023
PubCo @ Cooley
Fifth Circuit Denies SEC More Time to Fix Share Repurchase Rule
November 27, 2023
LinkedIn
Travis Laster Answers Ex-AG Barr’s Criticism of Delaware ESG Flirtation
November 27, 2023
Delaware Corporate & Commercial Litigation Blog
Delaware Chancery Talks Fee Shifting
November 27, 2023
Wall Street Journal
Binance Penalties Include Crypto Firsts
November 26, 2023
PubCo @ Cooley
SEC Delays Share Repurchase Rule
November 26, 2023
Securities Regulation and Corporate Governance Monitor
Update on SEC’s Universal Proxy Rules
November 26, 2023
Delaware Corporate & Commercial Litigation Blog
Delaware Chancery Clarifies Third-Party Shareholder Beneficiary Rights
November 26, 2023
Business Law Prof Blog
Do ESG Laws Violate Free Speech?
November 26, 2023
Investment Executive
Lagarde Calls for European SEC
November 21, 2023
Securities and Exchange Commission
SEC Dings Kraken for Being Unregistered
November 21, 2023
Reuters
SEC May Curb Climate Rule Ambitions
November 21, 2023
Bloomberg
DOJ Seeks over $4 Bln from Binance
November 21, 2023
Jim Hamilton's World
SEC Rule Aims at Clearinghouse Conflicts
November 21, 2023
Reuters
OpenAI Investors Consider Suing Board
November 20, 2023
Dealbook
Cybersecurity Suit a Hot Board Topic
November 20, 2023
Wall Street Journal
Wall Street’s ESG Craze Is Fading
November 20, 2023
PubCo @ Cooley
SEC Issues New CDIs on Proxy Rules
November 20, 2023
Jim Hamilton's World
CFTC Mulls Offering Guidance on Crypto and Carbon Markets
November 20, 2023
D&O Diary
Hackers Gripe to SEC About Hack
November 19, 2023
New York Times
Bitcoin Fund Lifts Cryptocurrency Price
November 19, 2023
Washington Post
Feds Mount SEC Cyber-Rule Defense
November 19, 2023
Reuters
Doubt Over SEC Administrative Enforcement Boosts Private Actions
November 19, 2023
Corporate & Securities Law Blog
Ninth Circuit Clarifies SEC Rule 16b-3 Short-Swing Profit Liability Exemption
November 19, 2023
Reuters
IBM Suspends Advertising on X
November 16, 2023
New York Times
UAW Workers Back Big 3 Contracts
November 16, 2023
NY’s New Cryptocurrency Listing Rules
November 16, 2023
Bloomberg
WeWork’s Rescue Wasn’t Real
November 16, 2023
Bloomberg
Hedge Fund Fraudster Spared Prison
November 16, 2023
Wall Street Journal
Elusive Soft Landing Comes Into View
November 15, 2023
New York Times
The Inflation Rally Goes Global
November 15, 2023
Bloomberg
Short Sellers Become SEC Tipsters
November 15, 2023
Reuters
Blockchain Firm Dfinity Loses Defamation Suit Against Times, Crypto Analyst
November 15, 2023
PubCo @ Cooley
SEC Charges Charter on 10b5-1 Plans
November 15, 2023
Reuters
U.S. House Finally Passes Spending Bill
November 14, 2023
D&O Diary
IPO Revival May Take Awhile
November 14, 2023
Financial Review
Investors Using AI to Find Out What Executives Really Thinking
November 14, 2023
Washington Post
Bitcoin Wallets Created Before 2016 at Risk of Being Hacked
November 14, 2023
PubCo @ Cooley
PCAOB Offers Questions that Audit Committee Members Might Want to Ask
November 14, 2023
Reuters
U.S. Supreme Court Unveils Ethics Code
November 13, 2023
Wall Street Journal
SBF’s Parents Are Still His Biggest Fans
November 13, 2023
Bloomberg
Fake Goldman Insider Gets 16 Years for Alibaba IPO Share Scam
November 13, 2023
Washington Post
Regulating Crypto to Death Is OK
November 13, 2023
Jim Hamilton's World
U.S. House Bill Would Halt Funding of SEC Crypto Enforcement Actions
November 13, 2023
Dealbook
What’s a Fair Sentence for SBF?
November 12, 2023
D&O Diary
Geopolitical Risk Sparks Securities Suit
November 12, 2023
Reuters
Allen & Overy Hit by “Data Incident”
November 12, 2023
Bloomberg
Biggest Bank Forced to Reroute Trades
November 12, 2023
Jim Hamilton's World
SEC Urged to Amend Definition of “Smaller Reporting Company”
November 12, 2023

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