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  • John C. Coffee, Jr.: Event Contracts and Prediction Markets Comment bubble 3 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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ESG

Changing Expectations for Financial Disclosure of Climate-Related Information

By Hana V. Vizcarra May 1, 2020 by renholding

In early 2020, State Street Global Advisors, BlackRock, and other investment firms announced their plans for persuading companies to address financially-material environmental, social, and governance (ESG) issues. The high-profile announcements followed moves in recent years by Wellington Management, CalPERS, and …

Nuveen Previews 2020 Proxy Season: Environmental and Social Practices

By Nuveen Responsible Investing Team May 1, 2020 by renholding

Companies recognize the importance of environmental and social (E&S) factors and are giving consideration to a broader group of stakeholders to help mitigate risk. However, new regulations bring uncertainty to the future of environmental, social and governance (ESG) proposals.

The …

Should Corporations Have a Purpose? 

By Jill E. Fisch and Steven Davidoff Solomon April 29, 2020 by renholding

Purpose is currently one of the hottest topics in corporate governance.  Commentators are demanding not only that corporations formally articulate a purpose, but that the corporate purpose embrace the interests of non-shareholder stakeholders or society more generally.  In August 2019, …

How Committed Are Active-Investment Managers to ESG?

By Soohun Kim and Aaron S. Yoon April 21, 2020 by renholding

Using environmental, social, and governance (ESG) factors to evaluate investments in companies has in recent years become increasingly popular and controversial. One of the most notable and influential initiatives for ESG investing is the United Nations Principles for Responsible Investment …

Wachtell Lipton Discusses UK and EU Regulators’ Latest Moves on ESG

By David M. Silk, David A. Katz, Sabastian V. Niles, Carmen X. W. Lu and Ram Sachs April 16, 2020 by renholding

Amid the ongoing push for standardized, comparable and decision-useful ESG disclosures, regulators in the United Kingdom and the European Union have proposed additional disclosures and benchmarks to promote sustainable economic activity. The United Kingdom’s Financial Conduct Authority (FCA) has published …

Conference Board Discusses Areas for Board Attention During Pandemic

By Matteo Tonello and Paul Washington April 14, 2020 by renholding

Just as with the financial crisis of 2008, corporate boards of directors are facing the combination of increased responsibility, scrutiny, and uncertainty as their companies grapple with the COVID-19 pandemic.

In the wake of the Great Recession, The Conference Board …

Can Socially Responsible CEOs Find Better Jobs?

By Xin Dai, Feng Gao, Ling Lei Lisic and Ivy Zhang March 10, 2020 by renholding

A large stream of literature in economics, finance, and accounting suggests that managers’ decisions are influenced by their labor market prospects. Absent perfect information about managers’ ability, the labor market often takes a firm’s current and past performance as a …

Wachtell Lipton Discusses ESG Disclosures — Considerations for Companies

By David M. Silk, Sabastian V. Niles and Carmen X.W. Lu March 10, 2020 by renholding

Recent months have seen institutional investors, multinational organizations and the private sector emphasize the lack of (and importance of) comparable and decision-useful ESG disclosures.  Some of the key issues in considering ESG disclosures are:

Choice of Framework and Content.  …

Wachtell Lipton Shines a Spotlight on Boards

By Martin Lipton March 3, 2020 by renholding

The ever-evolving challenges facing corporate boards prompt periodic updates to a snapshot of what is expected from the board of directors of a public company—not just the legal rules, or the principles published by institutional investors and various corporate and …

Wachtell Lipton on Tax and ESG

By Deborah L. Paul and T. Eiko Stange February 25, 2020 by renholding

Proponents of enhanced environmental, social and governance (“ESG”) disclosure have identified corporate income tax as a relevant metric.  While it is premature to predict how ESG standards in this regard will evolve, a key area of focus is tax arbitrage, …

Wachtell Lipton Discusses the Coming Impact of ESG on M&A

By Andrew R. Brownstein, Steven A. Rosenblum, David M. Silk, Mark F. Veblen, Sabastian V. Niles and Carmen X. W. Lu February 21, 2020 by renholding

Recent months have seen institutional investors and other stakeholders, notably BlackRock and State Street, stressing the importance of comparable and decision-useful ESG disclosures by their portfolio companies.  Such calls follow in the wake of growing interest among investors and …

The Results Are in: Global Investor-Director Survey on Climate Risk Management

By The Millstein Center and LeaderXXchange February 14, 2020 by renholding

Institutional investors are increasingly focused on “extra-financial performance” as a predictor of long-term success of companies. Topics like climate change, CO2 emissions reduction, respect for the environment, labour rights, and diversity are more and more factored into investment decisions.

Investors, …

Wachtell Lipton Discusses State Street’s Voting Push on Financially Material ESG Matters

By Martin Lipton, Sabastian V. Niles and Carmen X.W. Lu February 4, 2020 by renholding

In a letter to directors of public companies, State Street Global Advisors’ President and CEO, Cyrus Taraporevala, reiterated SSgA’s focus on “financially material” ESG issues as “a matter of value, not values.”  He also confirmed that SSgA will go …

ISS Offers 2019 Hong Kong Proxy Season Review

By Institutional Shareholder Services January 29, 2020 by renholding

In early 2019, the government of Hong Kong proposed a bill that would allow for the transfer of criminal suspects to jurisdictions with which it does not have an extradition agreement, including Mainland China. The proposed extradition bill triggered an …

The Role of ESG in the Financial Performance of Banks

By Brando Maria Cremona and Maria Lucia Passador January 14, 2020 by renholding

In a new article, we aim to identify the elements and stages that have led to increased attention to corporate social responsibility issues, especially with regard to environmental, social, and governance factors, and to focus on the meaning of each …

Wachtell Lipton Offers Thoughts for Boards of Directors in 2020

By Steven A. Rosenblum December 12, 2019 by renholding

In hindsight, 2019 may come to be viewed as a watershed year in the evolution of corporate governance.  After years of growing alarm about endemic short-termism, the sustainability and competitiveness of businesses over a long-term horizon, and the role of …

How SEC Rule 14a-8 and the Ordinary Business Exception Impede ESG Disclosure Reform

By Virginia Harper Ho November 12, 2019 by renholding

Shareholder proposals urging corporate boards to report on climate‑related risk made headlines in 2017 when they earned majority support from investors at ExxonMobil, Occidental Petroleum, and PPL.[1] The key to this historic vote was the support of the Big …

Is There Too Much Disclosure?

By Virginia Harper Ho November 5, 2019 by renholding

In 2018 and 2019, the SEC released the first amendments to Regulation S-K to emerge from its decades-long project to “modernize and simplify” the disclosure obligations that apply to publicly traded companies. New proposed amendments released for public comment in …

Wachtell Lipton Discusses Directors’ Duties in an Evolving Risk and Governance Landscape

By Martin Lipton and William Savitt September 19, 2019 by renholding

The stakes for responsible corporate stewardship have never been higher.

Corporations today account for a greater proportion of our collective productivity than ever before.  Of the 100 largest economies in the world, 71 are corporations, and only 29 are countries.  …

Nuveen Offers 2019 Proxy Season in Review

By Peter Reali and Anthony Garcia September 9, 2019 by renholding

The 2019 proxy season was marked by an increased willingness among shareholders to hold boards accountable on director elections, say- on-pay, and environmental, social and governance (ESG) shareholder proposals. For example, almost 5 percent of directors received less than 80 …

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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
UK Crypto Boss Faces US Extradition
August 26, 2026
Wall Street Journal
Bill Gates Warns of No AI Plan
August 26, 2026
Bloomberg
NFL Owners OK $9.6bn Seahawks Sale
August 26, 2026
Financial Times
Meta Ends Kids’ Harm Case for $18bn
August 26, 2026
D&O Diary
Deloitte Settles DOJ Anti-DEI Claims
August 26, 2026
Wall Street Journal
Anthropic Seeks $30 Trillion in Revenue
August 25, 2026
New York Times
AI Firm Aims at Data Center Backlash
August 25, 2026
Freshfields' A Fresh Take
Treasury Proposes GENIUS Act Rules
August 25, 2026
Financial Times
Canada Retaliates With $20bn Tariffs
August 25, 2026
D&O Diary
Securities Suit Against Alibaba Combines Claims on AI and China Risks
August 25, 2026
Bloomberg
Trump Family Joins New Bank Rush
August 24, 2026
The Governance Beat
Section 16 Insiders Owe EDGAR Info
August 24, 2026
Financial Times
How Shein’s IPO Lost Its Shine
August 24, 2026
D&O Diary
Oversight Risk in Governance Vacancy
August 24, 2026
Securities Regulation and Corporate Governance Monitor
The Latest on Shareholder Proposals
August 24, 2026
Wall Street Journal
Nvidia Touts Chinese-AI Alternative
August 23, 2026
Bloomberg
Canada-US Flop, but Mexico Optimistic
August 23, 2026
New York Times
California and Paramount to Hold Preliminary Talks on Warner Deal
August 23, 2026
Cleary Securities Watch
SEC Tweaks 14a-8 Response Process
August 23, 2026
Business Law Prof Blog
Lawsuits Trip Over Value of SAFEs
August 23, 2026
Wall Street Journal
Weil Gotshal Rainmakers Talking Exit
August 20, 2026
Reuters
Crypto, AI, Betting Firms Fund Politics
August 20, 2026
The Governance Beat
Where Hot New Topics Land at Boards
August 20, 2026
Securities Litigation & Enforcement
Chancery Says Public Benefit Corps. Free of Revlon in Control Changes
August 20, 2026
Financial Times
Top Law Firms Making “Crazy” Hires
August 20, 2026
Wall Street Journal
U.S. National Debt Tops $40 Trillion
August 19, 2026
Bloomberg
YouTube Lures Creators From Netflix
August 19, 2026
Financial Times
PE Firm Charlesbank Nears Law Stake
August 19, 2026
D&O Diary
Securities Suit Hits AI Firm Blaize
August 19, 2026
Securities Regulation and Corporate Governance Monitor
SEC Exits Shareholder Proposal Game
August 19, 2026
Wall Street Journal
Hidden Deals Snared Dodgers Owner
August 18, 2026
Dealbook
Is Silicon Valley in DOJ’s Sights?
August 18, 2026
The Governance Beat
How AI Drives Institutional Investing
August 18, 2026
D&O Diary
Cybersecurity Flaws Prompt Securities Suit Against Israeli Firm
August 18, 2026
Sidley Enhanced Scrutiny
Delaware Chancery Clarifies Implied Covenant’s Gap-Filling Role
August 18, 2026
Dealbook
Paramount Wants States to Shoulder Costs of Warner Deal Delay
August 17, 2026
Delaware Business Litigation Report
Delaware Chancery Finds for Lender in Breach of Contract Claim
August 17, 2026
Financial Times
Troubled Loans Strain Private Credit
August 17, 2026
Cleary Securities Watch
What ISS STOXX Survey Tells Us
August 17, 2026
CFIUS
New Matrix IDs Nat’l Security Risks
August 17, 2026
Bloomberg
Covert Oil Flows Keep Prices Down
August 16, 2026
Financial Times
Security Software Revives BlackBerry
August 16, 2026
D&O Diary
Pump-and-Dump Suits Proliferating
August 16, 2026
Deal Lawyers.com
Chancery Addresses Appraisal After SPAC Underwriter Reorganization
August 16, 2026
Business Law Prof Blog
Delaware Contract Horror Stories
August 16, 2026
Wall Street Journal
The Jobless Boom Has Arrived
August 13, 2026
Bloomberg
Court OKs Pied-a-Terre Tax for Now
August 13, 2026
Financial Times
DOJ Retreats from White Collar Crime, Targets Taxpayer Theft
August 13, 2026
D&O Diary
UK Boards Have AI Blind Spot
August 13, 2026
Deal Lawyers.com
Chancery Denies Motion to Dismiss Due to MFW “Ab Initio” Failure
August 13, 2026
Dealbook
Will Paramount Brinkmanship Work?
August 12, 2026
Freshfields' A Fresh Take
What Does AI Miss in Legal Disputes?
August 12, 2026
The Governance Beat
DOJ Antitrust Eyeing ISS, Glass Lewis?
August 12, 2026
Financial Times
Nelson Peltz Readies Wendy’s Bid
August 12, 2026
Deal Lawyers.com
CFIUS Releases 2025 Annual Report
August 12, 2026
New York Times
Ari Emanuel to Buy Broadway Theaters
August 11, 2026
The Governance Beat
Texas Stock Exchange Proposes to Overhaul Broker Voting Discretion
August 11, 2026
Cleary Securities Watch
FCA Eases UK IPO Research Rules
August 11, 2026
Sidley Enhanced Scrutiny
Delaware Chancery Nixes Derivative Challenge to Insider Financing
August 11, 2026
Corporate & Securities Law Blog
California-Based Delaware Corp Subject to California Rule on Inspections Despite Forum Selection Clause
August 11, 2026
Reuters
Social-Media Addiction Cases Get OK
August 10, 2026
Wall Street Journal
Zuckerberg Lays Out New AI Vision
August 10, 2026
The Governance Beat
In-House Counsel Speak on Using AI
August 10, 2026
Financial Times
Nvidia Aims for $500bn AI Financing
August 10, 2026
Cleary Securities Watch
SEC Turns to Financial Fraud With New Reporting and Accounting Unit
August 10, 2026
Dealbook
Who Wins in Trump AI Safety Plan
August 9, 2026
Truth on the Market
AI Policy Regulating the Wrong Thing
August 9, 2026
Delaware Corporate & Commercial Litigation Blog
Delaware Chancery Explains Why an LLC Not Purely a Creature of Contract
August 9, 2026
Deal Lawyers.com
Chancery Rules Plaintiff’s Reliance on Buyer’s Non-Contractual Reps OK
August 9, 2026
Business Law Prof Blog
How PSLRA Affects Initial Complaints
August 9, 2026
Wall Street Journal
How FIFA PE Plan Nearly Broke Soccer
August 6, 2026
Bloomberg
Private Credit Firms Avert Worst Fears
August 6, 2026
The Governance Beat
Are Two Versions of a Proxy OK?
August 6, 2026
Financial Times
Biggest U.S. Law Firms Explore Selling Stakes to Private Equity
August 6, 2026
D&O Diary
Corporate Law Loophole Can Turbocharge Legal Fees and Expenses
August 6, 2026
Bloomberg
Google Shakes Up Its AI Leadership
August 5, 2026
Freshfields' A Fresh Take
DOJ Declination Telling About Priorities
August 5, 2026
Financial Times
JPMorgan Poaches BofA M&A Banker
August 5, 2026
D&O Diary
AI-Related Class Actions Piling Up
August 5, 2026
Delaware Corporate & Commercial Litigation Blog
Delaware Offers Faster Corporate Filings Services Than Texas
August 5, 2026
Wall Street Journal
Paramount-Warner Antitrust Trial Set
August 4, 2026
Reuters
Amazon Loses Court Ban on Perplexity’s AI Shopping Tools
August 4, 2026
Financial Times
Todd Blanche Poised to Become AG
August 4, 2026
Delaware Corporate & Commercial Litigation Blog
Delaware Chancery Awards Fees for Pre-Litigation Errant Conduct
August 4, 2026
Deal Lawyers.com
Delaware Chancery Reminds Drafters M&A Recitals Aren’t Binding
August 4, 2026
Bloomberg
Trump Slams Big Oil’s Big Profits
August 3, 2026
Delaware Business Litigation Report
Delaware Court Sustains Implied Covenant Claim in Earnout Dispute
August 3, 2026
Financial Times
UBS Money Laundering Rules Lax
August 3, 2026
D&O Diary
Dropbox DExit Draws Shareholder Suit
August 3, 2026
Securities Regulation and Corporate Governance Monitor
Chancery Rules Safe Harbor Shields Public Benefit Corp. Directors
August 3, 2026
Bloomberg
Trump’s Arctic Mining Deal Signals a New Era of State Capitalism
August 2, 2026
D&O Diary
Geopolitical Issues Spur Securities Suit
August 2, 2026
Financial Times
How Gibson Dunn Raided Wachtell
August 2, 2026
Freshfields' A Fresh Take
More Evidence That SPACs Are Back
August 2, 2026
Business Law Prof Blog
How IPO Trends Look Midyear
August 2, 2026
Wall Street Journal
U.S. Weighs Foreign-Student Work Fee
July 30, 2026
New York Times
U.S. Economy Slows as Inflation Bites
July 30, 2026
Freshfields' A Fresh Take
Congress Mulls Cloud Export Controls
July 30, 2026
Financial Times
Europe Balks at $20 Bln Fifa Stake Sale
July 30, 2026
D&O Diary
AI-Related Securities Suit Hits Israeli Web Development Platform
July 30, 2026
Reuters
BAT Must Face Cigarette Label Suit
July 29, 2026
Delaware Corporate & Commercial Litigation Blog
Chancery Invalidates Officer-Manager Removal in the LLC Context
July 29, 2026
Financial Times
Former Goldman Exec Awarded Millions After Paternity Leave “Stigma”
July 29, 2026
Sidley Enhanced Scrutiny
Chancery Nixes Control-Group Claim
July 29, 2026
D&O Diary
Private Credit Fee Suits Pile Up
July 29, 2026
Bloomberg
Warner Bros. Deal Collapse Would Cost the Ellisons $9.8 Billion
July 28, 2026
Delaware Business Litigation Report
Delaware Chancery Nixes Adding Claims Three Business Days Before Trial
July 28, 2026
Freshfields' A Fresh Take
FCPA Case Stresses Mexican Cartels
July 28, 2026
Financial Times
Gibson Dunn Nabs Wachtell Co-Chair
July 28, 2026
D&O Diary
Delaware Mulls “AI Companies”
July 28, 2026
Wall Street Journal
Ford Joins Race for U.S. Army Truck
July 27, 2026
Financial Times
Trump Threatens EU tariffs in Retaliation for U.S. Tech Group Fines
July 27, 2026
D&O Diary
Pump-and-Dump Securities Suit Ups Market Manipulation Litigation Trend
July 27, 2026
Delaware Corporate & Commercial Litigation Blog
Chancery Nixes Prevention Doctrine Argument in Contract Breach Analysis
July 27, 2026
Cleary Antitrust Watch
EU Foreign Subsidies Regs Picking Up More Transactions Than Expected
July 27, 2026
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  • Business Law Prof Blog
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  • Delaware Corporate and Commercial Litigation Blog
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  • Harvard Law School Forum on Corporate Governance
  • How Appealing
  • PubCo @ Cooley
  • Securities Docket
  • Sidley Enhanced Scrutiny Blog
  • The D&O Diary
  • Truth on the Market
  • White Collar Crime Prof Blog
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