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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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How Accurate Are Corporate AI Disclosures?

By John M. Barrios, John L. Campbell, Ryan G. Johnson and Christine Liu March 3, 2025 by renholding

Artificial intelligence (AI) is emerging as a general purpose technology (GPT) with the potential to transform industries. As a result, the potential benefits of AI give firms strong reasons to adopt it – but also provides opportunities to exaggerate their …

The Implications of Allowing Companies to Police Themselves

By Kentaro Asai and Tatsuhiko Inatani January 21, 2025 by renholding

A notable trend has emerged: outsourcing non-monetary sanctions to firms that enforce penalties internally and more efficiently for employee misconduct. In a new paper, we examine this trend, focusing on the deterrence and policy implications of transforming corporations into self-policing …

Wachtell Lipton Discusses FTC’s Sweeping Ban on Employment Non-Competes

By Nelson O. Fitts, Michael J. Schobel and Emily E. Samra April 25, 2024 by renholding

In a public meeting Tuesday, a divided Federal Trade Commission voted along party lines to issue a final rule prohibiting non-compete clauses for nearly all U.S. workers.  The FTC previously published the proposed ban in January 2023, drawing thousands of …

Ropes & Gray Discusses Supreme Court Ruling on SOX Retaliation Claims

By Greg Demers, Doug Brayley, Brendan Kearney and Jack Shaffery March 5, 2024 by renholding

Plaintiffs bringing retaliation claims under the Sarbanes-Oxley Act do not have to prove their employers’ “retaliatory intent,” only that their whistleblowing activity contributed to their termination, according to a recent ruling by the U.S. Supreme Court. In a unanimous opinion …

Do Employees Value ESG Initiatives?

By Ming D. Leung, Ben Lourie, Chuchu Liang and Chenqi Zhu August 30, 2023 by renholding

While environmental, social, and governance (ESG) initiatives undeniably shape corporate reputations and stakeholder perspectives, a crucial question arises: Does the modern workforce truly value these efforts? At one end of the spectrum, critics argue that employees might prioritize job security, …

Reimagining Board Committees to Accommodate Worker Voice

By Douglas K. Chia July 5, 2022 by renholding

Employees at U.S. public corporations have increasingly demanded that their concerns be heard at the very senior levels of management.  If current trends continue, boards of directors could also be challenged to accommodate “worker voice” more formally.  Rather than being …

The “S” in ESG: Human Capital Management

By George S. Georgiev March 16, 2022 by renholding

Over the past decade, ESG has morphed from a fringe concern into one of the most prominent topics in corporate governance – and a flourishing research area as well.[1] Nevertheless, some notable blindspots remain. Based on a recent survey, …

How Corporate Governance Codetermination Works in Practice

By Grant Hayden and Matthew Bodie June 3, 2021 by renholding

Codetermination is a system of shared corporate governance between workers and shareholders. While such a system has long been a staple of the European business world, it has been generally ignored by U.S. corporate governance scholars. When it has made …

Common Ownership and the Decline of the American Worker

By Zohar Goshen and Doron Levit June 1, 2021 by renholding

American workers are more productive than ever, but they take home the same pay they did 40 years ago.  While firms have enjoyed blockbuster profits—and the U.S. gross domestic product has tripled—most American households have not shared in this increasing …

The Underside of Hedge Fund Activism: Looting the Pension Fund

By John C. Coffee, Jr. April 14, 2021 by renholding

Hedge fund activism is a topic on which most law professors have closed their minds. They learned in student days that activist hedge funds are excellent agents of change that efficiently discipline managements at targeted firms and increase shareholder wealth. …

The Management Case for Inclusionary Corporate Purpose

By J.S. Nelson March 16, 2021 by renholding

The most vital and deeply practical argument for more broadly understanding corporate purpose comes from the management literature and the data on how to motivate people in organizations. Put simply, people in organizations do not work as hard or come …

Stakeholders Will Guide Companies Out of This Crisis – and the Next One, Too

By Stavros Gadinis and Amelia Miazad June 8, 2020 by renholding

Companies will not survive Covid-19 unless they communicate with their stakeholders. As the world around them transforms, corporate leaders must welcome input from those on the front lines of corporate activity – primarily employees and consumers, but also local communities, …

Financial Misconduct and Changes in Employee Satisfaction

By Yuqing Zhou and Christos Makridis November 22, 2019 by renholding

In a recent paper, we use new and proprietary micro-data from company-ratings site Glassdoor for the period between 2008 and 2016 to investigate changes in employees’ perception of firms and managers during  periods of financial misconduct and after the public …

What Comes After Shareholder Primacy? Employee Empowerment

By Grant Hayden and Matthew Bodie September 16, 2019 by renholding

In corporate law, the U.S. academic elite stubbornly clings to shareholder primacy as the foundational principle of the field. The concept is simple, even elegant: Shareholders should be given ultimate control of the corporation because they are entitled to the …

How Rank and File Equity Compensation Affects Earnings Management

By Kip Holderness, Adrienna A. Huffman and Melissa F. Lewis-Western August 23, 2019 by renholding

Equity compensation is a beneficial tool when it motivates employees to engage more intensely in performance-enhancing activities. One negative consequence of equity compensation, however, is that it provides incentives to manage earnings (i.e., to strategically present financial reports or structure …

How Can Humans Work With Artificial Intelligence?

By Andreas Fügener, Jörn Grahl, Alok Gupta and Wolfgang Ketter April 26, 2019 by renholding

How will artificial intelligence (AI) influence the workplace of the future and thereby the human working condition? The focus of this discussion has been on the rather tautological conclusion that many current jobs will eventually be performed by machines. In …

The Effect of Gig Workers on Stock Prices

By Kelly Carter January 11, 2019 by renholding

Gig workers, who are hired to complete a project, or “gig,” constitute a significant portion of the workforce.  The McKinsey Global Institute states that gig workers make up between 20 and 30 percent of all workers in the U.S. and …

How Substitutable Are Workers? Evidence from Worker Deaths

By Simon Jäger June 14, 2017 by renholding

The fluidity of labor markets depends on the ease with which one side of the market can fulfill the needs of the other: whether workers can find employment that suits their skills and firms can find adequate substitutes for workers …

How Tax Policy Favors Robots over Workers and What to Do About it

By Ryan Abbott and Bret Bogenschneider June 6, 2017 by renholding

There is a longstanding and growing public debate about the costs and benefits of automation. Earlier this year, Bill Gates argued that robots who take human jobs should pay taxes. Mark Zuckerberg recently warned the graduating class at Harvard University …

The Significance of Worker Voice in Business and Society

By Cindy Schipani, Frances Milliken and Terry Morehead Dworkin May 16, 2017 by renholding

Time and time again, experience has shown how important it is, to business and society, for individuals to speak up when they encounter problems or wrongdoing in the workplace.  The scandal at WorldCom broke only after employees publicly blew the …

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Reuters
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Wall Street Journal
Firm Loses Lawyers Over Trump Deal
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D&O Diary
Can Event-Driven Securities Class Actions Include Murder of the CEO?
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Texas Courts Mull Informal Fiduciaries
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EV Sales Streak Grinds to a Halt
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Apple Eyes Move to AI Browser Search
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OpenAI’s Plan B Poses Risks
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U.S. Court Finds Sixth Amendment Right to Advancement of Legal Fees
May 7, 2025
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Delaware Chancery Rejects Claim that 46% Stockholder Is a Controller
May 7, 2025
Reuters
China, U.S. to Talk Trade Saturday
May 6, 2025
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U.S. Orders Intelligence Agencies to Step Up Spying on Greenland
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DOJ, FTC Seek Ways to Deregulate
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Covid Securities Suits Keep Coming
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OpenAI Nixes For-Profit Conversion
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Harvard Blocked from New Funding
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Texas Exchange Is Delaware Corp.
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Financial Times
U.S. Lawmakers Urge SEC to Delist Alibaba and Chinese Companies
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Delaware Corporate & Commercial Litigation Blog
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DEI Shift Portends New Litigation
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A Nevada to Delaware Reincorporation
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Tesla Searched for Musk Replacement
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Texan Trio Charged in Ponzi Scheme
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No Jail for Unpaid SEC Settlement
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Bloomberg
EU to Offer Trade Proposals Next Week
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D&O Diary
European Parliament Delays EU Sustainability Reporting Requirements
April 30, 2025
Delaware Corporate & Commercial Litigation Blog
Delaware Chancery Rejects Appraisal Procedure to Seek Books and Records
April 30, 2025
Deal Lawyers.com
Delaware Supreme Court Clarifies Indemnification-Claim Procedures
April 30, 2025
Reuters
Amazon in White House Crosshairs over Report of Displaying Tariff Costs
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Wall Street Journal
Trump Softens Blow of Auto Tariffs
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New York Times
Dodgy Tether Now Crypto Darling
April 29, 2025
D&O Diary
Covid Effects Drive Securities Suit
April 29, 2025
Sidley Enhanced Scrutiny
Controller’s Breach of Fiduciary Duty Leads to a Novel Remedy
April 29, 2025
Wall Street Journal
Elite Universities Join to Fight Trump
April 28, 2025
Dealbook
Tariffs Squeeze Weak UK Car Biz
April 28, 2025
D&O Diary
Can Worker AI Use Put Execs at Risk?
April 28, 2025
Bloomberg
New Chair Atkins Says SEC Has Enough Authority to Regulate Crypto
April 28, 2025
Reuters
SEC Lost 16% of Staff in Last Year
April 28, 2025
Business Law Prof Blog
Texas, Nevada Lure Delaware Firms
April 27, 2025
Reuters
Trump Spares Fed, IMF, World Relieved
April 27, 2025
Wall Street Journal
China’s Huawei Creates New AI Chip
April 27, 2025
D&O Diary
Tariff Evasion May Prompt FCA Claims
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SEC Actions
What’s SEC Jurisdiction in Crypto?
April 27, 2025
Wall Street Journal
Paramount Mulls Merger Concessions
April 24, 2025
Reuters
Median CEO Pay Hits Record $16.8 Mln
April 24, 2025
Delaware Business Litigation Report
Delaware Chancery Denies Attorneys’ Fees Despite Fiduciary Breach
April 24, 2025
Dealbook
Has Tariff Fight Passed Its Peak?
April 24, 2025
Bloomberg
SEC Eyes Wall Street’s WhatsApp Use
April 24, 2025
Reuters
US Calls Apple, Meta Fines “Extortion”
April 23, 2025
Wall Street Journal
Trump Fetes Top Meme-Coin Investors
April 23, 2025
Dealbook
Top M&A Lawyer Arthur Fleischer Dies
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CoinDesk
Unicoin Rejects SEC Settlement Offer
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Securities and Exchange Commission
SEC Awards Whistleblowers $6 Mln
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Bloomberg
Mayor Adams Prosecutors Resign
April 22, 2025
Wall Street Journal
FTC Sues Uber Over Billing Practices
April 22, 2025
Dealbook
Boeing in $10 Bln Digital Business Sale
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D&O Diary
What to Expect from an Atkins SEC
April 22, 2025
Sidley Enhanced Scrutiny
U.S. Court Finds Sixth Amendment Right to Advancement of Legal Fees
April 22, 2025
Reuters
Tesla Settles Wrongful Death Suit
April 21, 2025
Bloomberg
Millionaire Tax Would Yield $400 Bln
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Wall Street Journal
DOJ Urges Sale of Google Browser
April 21, 2025
Dealbook
On Pope Francis’ Business Diplomacy
April 21, 2025
Reuters
Google to Appeal Monopoly Ruling
April 20, 2025
D&O Diary
California Bars Insurance Coverage for Settlement and Defense Costs
April 20, 2025
Bloomberg
White House Seeks to Bring Financial Regulators Under Its Control
April 20, 2025
Sidley Enhanced Scrutiny
Delaware Chancery Dismisses Entire Fairness Claim Before Discovery
April 20, 2025
Business Law Prof Blog
Advance Notice Bylaw Case Not Ripe
April 20, 2025
Bloomberg
Can Trump Fire Fed Chair Powell?
April 17, 2025
Reuters
Trump: US-Ukraine Near Mineral Deal
April 17, 2025
Wall Street Journal
Judge: Google Runs Ad Monopoly
April 17, 2025
New York Times
EU Central Bank Cuts Interest Rates
April 17, 2025
Securities Regulation and Corporate Governance Monitor
New Guidance on Clawback Disclosures
April 17, 2025
Reuters
Pre-Tariff Buying Fuels U.S. Sales
April 16, 2025
Wall Street Journal
Google Fears UK Antitrust Suit on Ads
April 16, 2025
New York Times
Extreme Tariffs Now Looking Normal
April 16, 2025
Bloomberg
SEC Resists DOGE Data Request
April 16, 2025
Bloomberg
Millionaire Tax Hike Gains Steam
April 15, 2025
D&O Diary
Trump Takes Aim at State ESG Plans
April 15, 2025
New York Post
Heat Is on New SEC Chair Atkins to Crack Down on Chinese Companies
April 15, 2025
Wall Street Journal
DOJ Retreats from White Collar Cases
April 15, 2025
Reuters
U.S. GAO to Probe Changes at SEC
April 15, 2025
Bloomberg
Zuckerberg Testifies in Antitrust Trial
April 14, 2025
Wall Street Journal
Tariffs Fuel Banks’ Trading Revenue
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Freshfields' A Fresh Take
Feds Issue Latest Threat Assessment
April 14, 2025
D&O Diary
Can White-Collar Crooks Rest Easy?
April 14, 2025
Delaware Corporate & Commercial Litigation Blog
Delaware Chancery Clarifies Argument for “Demand Futility”
April 14, 2025
Cooley M&A
UK Merger Control Shifting Fast
April 13, 2025
Dealbook
PGA-LVA Golf Merger Looks Dead
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Freshfields' A Fresh Take
Another State Passes “Baby HSR Act”
April 13, 2025
D&O Diary
Tech Exec Hit With Securities Fraud for Attributing Humans’ Work to AI
April 13, 2025
Business Law Prof Blog
Post-SB 21 Delaware Exits Up to Eight
April 13, 2025
Reuters
Tariff Pause Adds to CEO Uncertainty
April 10, 2025
D&O Diary
Court Rules Short Seller Report Allegations Insufficient for Loss Causation
April 10, 2025
Law.com
Senate Confirms Atkins as SEC Chair
April 10, 2025
Bloomberg
Novel Crypto Rulings to Fill SEC Void
April 10, 2025
Corporate & Securities Law Blog
Delaware Chancery Ruling Balances National Security and Closing Conditions
April 10, 2025

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