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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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Wall Street Journal
DOJ Asks Less, Speeds Deal Reviews
July 23, 2026
Cleary Securities Watch
SEC Offers E-Delivery as New Default for Proxies, Other Disclosures
July 23, 2026
CNBC
NJ Deli Fraudster Gets 21 Months
July 23, 2026
Delaware Corporate & Commercial Litigation Blog
Chancery Dives Deep Doctrinally Into Voidable v. Void Corporate Acts
July 23, 2026
WTW Blog
Reps and Warranties Insurers Zero In on Condition of Assets Risks
July 23, 2026
Bloomberg
EU Tentatively OKs Paramount-Warner
July 22, 2026
Wall Street Journal
Coinbase Sues, SEC Settles
July 22, 2026
Axios
Lawmaker Seeks SEC Probe of Truth Social’s Data-Access Monetizing
July 22, 2026
Law.com
Semi-Annual Reporting Hits a Wall
July 22, 2026
ABA Business Law Today
M&A Further Assurances Clauses May Be Stronger Than You Think
July 22, 2026
Wall Street Journal
Chinese AI Models Alarm U.S. Execs
July 21, 2026
Reuters
Boeing Asks U.S. to Intervene over Record EU Loan to Airbus
July 21, 2026
Bloomberg
Canada Defies Trump, Keeps Alcohol Ban
July 21, 2026
Freshfields' A Fresh Take
NJ Issues New Data Privacy Rules
July 21, 2026
Financial Times
Trump Prepares Fresh Tariff Barrage
July 21, 2026
Bloomberg
Judge Pauses Paramount-Warner Deal
July 20, 2026
Dealbook
U.S. AI Giants Face Fresh Tests
July 20, 2026
Financial Times
“Synthetic Insider” Attacks Raise Stakes for Corporate Cyber Defense
July 20, 2026
D&O Diary
Crypto D&O Risk Is Evolving
July 20, 2026
Delaware Corporate & Commercial Litigation Blog
Chancery Imposes Contempt Penalties for Non-Compliance With Injunction
July 20, 2026
Wall Street Journal
DOJ Pulls Back From Corporate Crime
July 19, 2026
Reuters
Apple Topples Nvidia as Most Valuable
July 19, 2026
Cleary Securities Watch
SEC Issues Guidance on Activist Fund Disclosure Under Schedule 13D, 14A
July 19, 2026
D&O Diary
Semi-Annual Reporting Gets Panned
July 19, 2026
Business Law Prof Blog
Trump Breaks Insider Trading Ground
July 19, 2026
Bloomberg
Honda to Halt Last U.S. EV Sales
July 16, 2026
Dealbook
Anthropic Inches Toward Mega-IPO
July 16, 2026
The Governance Beat
SEC Seeks Record Rulemakings
July 16, 2026
Financial Times
Chevron, Iraq Seek Hormuz Bypass
July 16, 2026
Federal Trade Commission
HSR Filing Failure Brings Record Fine
July 16, 2026
Wall Street Journal
Wall Street Firms to Tokenize Stocks
July 15, 2026
Delaware Business Litigation Report
Delaware Chancery Dismisses Fiduciary Duty and Veil-Piercing Claims
July 15, 2026
Dealbook
Is IBM a Canary in Tech Coalmine?
July 15, 2026
Financial Times
Stripe, Advent Bid $53 Billion for PayPal
July 15, 2026
Sidley Enhanced Scrutiny
Delaware Chancery Clarifies Which Law Governs Inspection Rights
July 15, 2026
Wall Street Journal
Scotus Justices Testify to Congress
July 14, 2026
Bloomberg
UK May Make Firms Publish Salaries
July 14, 2026
New York Times
U.S. Workers at Most Productive Ever
July 14, 2026
Freshfields' A Fresh Take
FTC John Deere Settlement Signals Scrutiny of Aftermarket Repair Limits
July 14, 2026
Financial Times
Banks Thriving on Stock-Trading Boom
July 14, 2026
New York Times
States Sue to Block Paramount-Warner
July 13, 2026
The Governance Beat
Pharma Firms Ready to Go Semi-Annual
July 13, 2026
Financial Times
Suit Over Tylenol-Autism Link Revived
July 13, 2026
D&O Diary
AI-Related Securities Suits Evolving
July 13, 2026
Sidley Enhanced Scrutiny
Delaware Chancery Draws a Line on Release Conditions in M&A
July 13, 2026
Bloomberg
Trump Embraces Australian Retirement System Backed by Larry Fink
July 12, 2026
Delaware Business Litigation Report
Delaware Supreme Court Clarifies Distinction Between Void and Voidable
July 12, 2026
Freshfields' A Fresh Take
Federal Regulators Propose New Rules for Payment Stablecoin Issuers
July 12, 2026
Financial Times
Big Tech to Face Big EU Fines for Consumer Protection Failures
July 12, 2026
Business Law Prof Blog
How Comment Letters Stack Up on SEC Semi-Annual Reporting Rule
July 12, 2026
Wall Street Journal
Netflix Exploring Live TV, Bundles
July 9, 2026
Bloomberg
Goldman Bans Staff From Prediction-Market Bets on Finance, War
July 9, 2026
Cleary Securities Watch
SEC Issues 2026 Rulemaking Agenda
July 9, 2026
Securities Regulation and Corporate Governance Monitor
SEC Guidance on Activism, Tender Offers, Proxy Matters, Crowdfunding
July 9, 2026
Business Law Prof Blog
The Latest on Reincorporations
July 9, 2026
Bloomberg
Supreme Court’s Originalism Is Dead
July 8, 2026
Wall Street Journal
Why Smucker’s Bet on Twinkie Flopped
July 8, 2026
Delaware Business Litigation Report
Chancery Applies “Heightened” Presumption of Director Independence
July 8, 2026
New York Times
Lawyer William D. Zabel Dies
July 8, 2026
D&O Diary
New Lawsuit Suggests Evolution in Cross-Border Securities Fraud
July 8, 2026
Wall Street Journal
U.S. Revokes Iranian Oil-Sales Waiver
July 7, 2026
Bloomberg
Fed Proposes Changes to Anti-Money Laundering Rules for Banks
July 7, 2026
D&O Diary
Private Credit Firm Sued Over Excessive Payment-in-Kind Fee
July 7, 2026
Sidley Enhanced Scrutiny
Chancery Rules Indemnification Can Fix Bad Purchase-Price Adjustment
July 7, 2026
Delaware Corporate & Commercial Litigation Blog
Delaware Chancery Clarifies Implied Covenant of Good Faith and Fair Dealing
July 7, 2026
Wall Street Journal
Banks Mull Deal to Shake Up Payments
July 6, 2026
Bloomberg
Toyota to Make Truck in Texas Not Mexico
July 6, 2026
Freshfields' A Fresh Take
SEC Expanding Regulatory Perimeter
July 6, 2026
Financial Times
Microsoft to Axe 4,800 Jobs
July 6, 2026
Deal Lawyers.com
Delaware Supremes Say Fraudulent-Reps Reliance OK Despite Diligence Gaps
July 6, 2026
Reuters
UK Budget Airline to Accept Takeover
July 5, 2026
Wall Street Journal
Why Billionaire Wants to Pay More Tax
July 5, 2026
Cleary Securities Watch
SEC Updates Debt Tender-Offer Rules
July 5, 2026
D&O Diary
Solar Panel Company Hit with Tariff-Related Securities Suit
July 5, 2026
Delaware Corporate & Commercial Litigation Blog
Delaware Chancery Harmonizes Conflicting Forum Selection Clauses
July 5, 2026
Reuters
US to End North American Trade Deal
July 1, 2026
Wall Street Journal
Scandals Shake Up McKinsey Board
July 1, 2026
Bloomberg
Exxon to Change Name Post-Redomicile
July 1, 2026
Financial Times
White House Lifts Anthropic Ban
July 1, 2026
D&O Diary
Federal Contractors Claim Fuzzy DEI Requirements Put Them at Risk
July 1, 2026
Delaware Corporate & Commercial Litigation Blog
The Key Delaware Corporate and Commercial Decisions of 2026 So Far
July 1, 2026
Bloomberg
TikTok Finalizes Addiction-Suit Deal
June 30, 2026
Cleary M&A Watch
Shareholder Activism at 2026 Midpoint
June 30, 2026
New York Times
AOL, Vimeo, Other Oldies Live Again
June 30, 2026
Financial Times
New “Claude” Seeks Pharma Revenue
June 30, 2026
D&O Diary
Securities Suits Up in Year’s First Half
June 30, 2026
Wall Street Journal
Remote Work Shrinks New-Grad Jobs
June 29, 2026
Dealbook
Comcast to Spin Off NBCUniversal
June 29, 2026
Financial Times
Scotus Rules Fed Governor Can Stay
June 29, 2026
D&O Diary
FTC, Then Shareholders, Sue Zillow
June 29, 2026
Yahoo Finance
SEC Probing PE Continuation Funds
June 29, 2026
Wall Street Journal
FIFA Ban a Stadium Sponsor Boon
June 28, 2026
Bloomberg
Flawed Robotaxis Making Headway
June 28, 2026
New York Times
OpenAI IPO May Wait Until Next Year
June 28, 2026
Cleary Securities Watch
Update on 2026 Shareholder Activism
June 28, 2026
Sidley Enhanced Scrutiny
Delaware Chancery Clarifies Limits of Delaware Notice Pleading
June 28, 2026
D&O Diary
Delaware Court: Bump-Up Clause Bars Shareholder-Suit D&O Coverage
June 28, 2026
D&O Diary
AI Governance Is a Fiduciary Duty
June 25, 2026
Justice Department
SPAC Ex-CEO Sentenced to 3 Years
June 25, 2026
Bloomberg
SEC Joins Prediction Market Fray
June 25, 2026
Deal Lawyers.com
Texas Biz Court Adresses “Affiliate” Under Drag-Along Rights Provision
June 25, 2026
Business Law Prof Blog
Nevada Starts Business Court Pilot
June 25, 2026
Bloomberg
Anthropic Accuses Alibaba of “illicitly” Accessing AI Models
June 24, 2026
Financial Times
Bitcoin Hits 20-Month Low
June 24, 2026
Cleary Securities Watch
CFTC Proposes New Rule on Oversight of Prediction Markets
June 24, 2026
D&O Diary
Case Shows How Pre-IPO Share Repurchases Create D&O Risks
June 24, 2026
Deal Lawyers.com
SEC Issues New CFI on Rights Listings in Business Combinations
June 24, 2026
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  • Business Law Prof Blog
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  • DealLawyers
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  • How Appealing
  • PubCo @ Cooley
  • Securities Docket
  • Sidley Enhanced Scrutiny Blog
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