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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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FASB

SEC’s Chief Accountant Speaks on SEC and PCAOB Developments

By Kurt Hohl December 22, 2025 by renholding

The federal securities laws establish the authority of the Securities and Exchange Commission (“SEC” or “Commission”) to set accounting, auditing, and auditor independence standards to be followed in the preparation and the audit of the financial statements of public companies. …

Comment  

How Non-GAAP Revenue Guidance Is Shaping Analysts’ and Investors’ Perceptions

By Theodore Christensen,  Edgar Rodriguez-Vazquez,  Xiaoxi Wu and Lynn Davis June 16, 2025 by renholding

In recent years, public firms in the U.S. have increasingly issued revenue guidance that is not based on Generally Accepted Accounting Principles (GAAP). Instead, they have focused on customized, non-GAAP metrics such as “organic revenue” or “constant-currency revenue.” Non-GAAP revenue …

Revisiting “Truth in Securities Revisited:” The SEC Disclosure Regime in the New Millennium

By J. Robert Brown, Jr. December 4, 2024 by renholding

The system of disclosure for public companies no longer meets the needs of investors and other stakeholders. Largely put in place by the Securities and Exchange Commission in 1982, the principles underlying the system have failed to keep pace with …

SEC Chief Accountant Speaks on Updated Conceptual Framework in FASB Standard Setting

By Paul Munter August 13, 2024 by renholding

Recently,[1] the Financial Accounting Standards Board (“FASB” or the “Board”) completed a comprehensive update to its Conceptual Framework for Financial Reporting (“Conceptual Framework”).[2] Now that it has finalized this significant project, it is important that the Board actively …

Insights on the Incidence, Disclosure, and Risk of Corporate Litigation

By Mary Brooke Billings, Robert W. Holthausen, Christine Petrovits and Danye Wang May 7, 2024 by renholding

Public companies face a wide range of legal claims, yet the Financial Accounting Standards Board (FASB) and the Securities and Exchange Commission (SEC) have questioned whether public companies provide sufficient disclosure to warn investors of potential losses from these claims. …

Why Are Acquiring Companies So Reluctant to Amortize Purchased Goodwill?

By Geoff Meeks February 22, 2024 by renholding

Controversy has persisted in recent decades over the accounting treatment of the vast sums expended on purchased goodwill – variously described as a “present-value estimate of future rents” from an acquisition or “the difference between what you pay [for an …

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, …

Do Companies Lobby Against Mandatory Disclosure to Protect Proprietary Information?

By Ying Zhou January 26, 2022 by renholding

Critics of mandatory public disclosure often argue that it may put disclosing firms at a competitive disadvantage by requiring them to  reveal potentially proprietary information to rivals. For instance, when the Financial Accounting Standards Board (FASB) proposed to mandate more …

Making ESG Metrics Trustworthy

By Colleen Honigsberg and Paul Brest April 12, 2021 by renholding

Investors are flocking to companies with good environmental, social, and governance (ESG) scores and are threatening to shun companies with poor ones. For many investors, ESG scores are critical to a company’s long-term profitability, not to mention its impact on …

How Material Are Disclosures in Annual Reports?

By Jenna D’Adduzio January 22, 2021 by renholding

The Financial Accounting Standards Board (FASB) and the Securities Exchange Commission (SEC) (collectively, “regulators”) have expressed concern over “disclosure overload,” or the concern that the sheer volume of disclosure in annual reports makes it difficult for investors to identify and …

Economic Consequences of Corporate Governance Disclosure

By Ole-Kristian Hope and Haihao Lu August 19, 2019 by renholding

Related party transactions (RPTs) refer to a transfer of resources, services, or obligations between a reporting entity and a related party and usually offer insiders a way to expropriate wealth from other investors via self-dealing. Both the Financial Accounting Standards …

Double Trouble: An Analysis of IRS Attention and Financial Reporting

By Zackery D. Fox and Ryan J. Wilson February 7, 2019 by renholding

Existing research provides limited insight into what draws the attention of tax authorities to public information and how that information is used in the process of examining corporate tax positions.  For publicly traded firms in the U.S., the Internal Revenue …

The Cost of Disclosure Regulation: Evidence from D&O Insurance and Non-Meritorious Securities Litigation

By Dain C. Donelson, Justin J. Hopkins and Christopher G. Yust February 22, 2018 by renholding

There is an extensive literature on the benefits of mandatory disclosure by firms, but measuring the costs of such disclosure has been more challenging (Leuz and Wysocki 2016). In particular, while some believe that mandatory disclosure could increase litigation against …

SEC Discusses Advancing the Capital Markets with High-Quality Information

By Wesley R. Bricker May 11, 2017 by Jeff Himelson

Thank you for the kind introduction.  I’m grateful for the opportunity to speak at this financial reporting conference for the second time.

Before I continue, let me remind you that the views expressed today are my own and not necessarily …

The Downside to Limiting Manager Entrenchment

By Gregory Martin and Bradley Lail April 3, 2017 by renholding

Critics often argue that firms and financial standard setters fail to understand fully the implications of their corporate governance policies. The general belief is that stronger governance almost necessarily leads to better firm outcomes. This idea rests on the assumption …

Cahill Gordon discusses FASB’s Recent Exposure Drafts on Determinations of Materiality

By Charles A. Gilman, Jon Mark, John Schuster and Tyler A. O'Reilly October 28, 2015 by jbarrowscls

The Financial Accounting Standards Board (the “Board”) recently issued two exposure drafts that recommend a series of amendments related to determinations of materiality.1 These efforts form part of the Board’s ongoing disclosure framework project, an initiative dedicated to improving …

Lobbying on Accounting Standards by Auditors

By Abigail Allen, Karthik Ramanna and Sugata Roychowdhury February 12, 2015 by tharts1

Corporate accounting standards are an important basis for the measurement of firm and managerial performance and for the stewardship of corporate assets in a market economy. Understanding the process that culminates with the creation of accounting standards can provide insights …

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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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Bloomberg
Foreigners’ U.S. Stock-Buys Up 134%
February 18, 2026
Wall Street Journal
Anthropic, Pentagon DEI Feud Worsens
February 18, 2026
Reuters
Zuckerberg: Kids Not Instagram Target
February 18, 2026
New York Times
Meta Spends Big on AI Agenda Push
February 18, 2026
Financial Times
Will Courts Hold Auditors to Account?
February 18, 2026
Reuters
Nvidia to Sell Meta Millions of Chips
February 17, 2026
Wall Street Journal
Bayer Offers Roundup Settlement Plan
February 17, 2026
D&O Diary
Last Year in ERISA Fiduciary Litigation
February 17, 2026
Bloomberg
SEC Polices Affinity Fraudsters
February 17, 2026
bitcoin.com
Lawmaker Blasts SEC Crypto Revamp
February 17, 2026
Wall Street Journal
Companies Raising Prices Again
February 16, 2026
Bloomberg
Alibaba Unveils Big AI Model Upgrade
February 16, 2026
Reuters
SpaceX to Vie for DoD Drone Tech
February 16, 2026
New York Times
Warner Considers New Paramount Talks
February 16, 2026
Sidley Enhanced Scrutiny
Shareholder Engagement Is in Flux
February 16, 2026
Bloomberg
AI Bubble Fears Spur New Derivatives
February 15, 2026
The Governance Beat
SEC to Crack Down on XBRL Errors
February 15, 2026
Crypto.news
SEC to Regulate Prediction Markets?
February 15, 2026
Deal Lawyers.com
Chancery: Avoiding Revenue Past Earnout May Breach Implied Covenant
February 15, 2026
Business Law Prof Blog
For OpenAI, Profit Seems the Mission
February 15, 2026
Delaware Business Litigation Report
Texas Court Uses Texas Limitations Statute Despite Delaware Law Choice
February 12, 2026
D&O Diary
Top SEC Enforcer Vows Vigilance
February 12, 2026
Reuters
Pfizer to Collect $29 Million from SEC’s Steven Cohen Hedge Fund Case
February 12, 2026
Whistleblower Network News
No 2026 Payouts to SEC Whistleblowers
February 12, 2026
Deal Lawyers.com
SEC Issues New Interpretations on Form S-4, Going Private, Tender Offers
February 12, 2026
Reuters
Kraft Heinz Pauses Company Split
February 11, 2026
Wall Street Journal
Bill Ackman Makes a Big Bet on Meta
February 11, 2026
Cleary M&A Watch
The Outlook for Private Credit in 2026
February 11, 2026
Cooley M&A
The Year Ahead for Life Sciences M&A
February 11, 2026
Delaware Business Litigation Report
Chancery Nixes Discovery on Personal Misconduct in Broken Deal Case
February 11, 2026
Bloomberg
U.S. House Advances Auto Safety Bill
February 10, 2026
Reuters
Paramount Sweetens Bid for Warner
February 10, 2026
Wall Street Journal
Tariffs Hit Ford for Another $900 Mln
February 10, 2026
New York Times
BP Pauses Buybacks as Profit Slumps
February 10, 2026
ThinkAdvisor
SEC and Commonwealth Tentatively Settle Over $93 Million Penalty
February 10, 2026
Dealbook
Court TV Getting a New Owner
February 9, 2026
Freshfields' A Fresh Take
Enforcers Eye Algorithmic Pricing
February 9, 2026
Financial Advisor
Ex-SEC Enforcement Chief Urges Limits on Regulation by Enforcement
February 9, 2026
D&O Diary
Why So Many Pump-and-Dump Suits?
February 9, 2026
Sidley Enhanced Scrutiny
Delaware Supreme Court Makes Earnouts Less Risky for M&A Buyers
February 9, 2026
Reuters
How Paul Weiss Boss Lost Grip on Firm
February 8, 2026
Wall Street Journal
Why Finding a Job Now Is So Hard
February 8, 2026
Dealbook
Casinos, Prediction Markets Go to War
February 8, 2026
The Governance Beat
Wells Fargo Wealth Quits Proxy Advisers
February 8, 2026
D&O Diary
Oracle Hit With Massive AI Infrastructure-Related Securities Suit
February 8, 2026
Reuters
Coca-Cola Nixes U.S. Frozen Products
February 5, 2026
Wall Street Journal
Paul Weiss Revolt Cost Chair’s Job
February 5, 2026
Bloomberg
Bitcoin Crashes Below $65,000
February 5, 2026
The Governance Beat
NYSE, SEC Align on Broker-Search Item
February 5, 2026
Deloitte Repoirt
Worry Over Private-Credit Risks Grows
February 5, 2026
Wall Street Journal
Nike Probed for Bias v. White Workers
February 4, 2026
Reuters
Bezos’ Washington Post Guts Staff
February 4, 2026
Dealbook
AI Construction Firm Raises $270 Mln
February 4, 2026
D&O Diary
Securities Suit Hits Private Credit Firm
February 4, 2026
Insurance Journal
Musk Loses Bid for Dismissal of SEC Lawsuit Over His Twitter Stake
February 4, 2026
Wall Street Journal
Disney Names Parks Chief New CEO
February 3, 2026
Bloomberg
CEOs Dislike Sucking Up to Presidents
February 3, 2026
Cleary M&A Watch
The Power of Proxy Advisers and Institutional Investors May Be Shifting
February 3, 2026
D&O Diary
Suit Claims AI-Washing Stock “Pump”
February 3, 2026
LinkedIn
When an SEC Emergency Is Not
February 3, 2026
Reuters
January Employment Report Delayed
February 2, 2026
Wall Street Journal
Musk Says Space X Acquired xAI
February 2, 2026
Freshfields' A Fresh Take
DOJ Antitrust Division Announces First-Ever Whistleblower Award
February 2, 2026
Sidley Enhanced Scrutiny
How Investor Activism Fared in 2025
February 2, 2026
D&O Diary
Chancery Allows Core De-SPAC Fiduciary Duty Claims to Proceed
February 2, 2026
Reuters
OPEC+ to Keep Oil Output Unchanged
February 1, 2026
Securities Litigation & Enforcement
Scotus to Review Disgorgement Power
February 1, 2026
Wall Street Journal
SEC Taps Ex-EY Partner to Run PCAOB
February 1, 2026
Bloomberg
SEC AI Plan May Strengthen Oversight
February 1, 2026
Business Law Prof Blog
The Latest in Reincorporations
February 1, 2026
Wall Street Journal
Apple Posts Blowout iPhone Sales
January 29, 2026
Bloomberg
Wells Fargo Boosts CEO Pay to $40 Mln
January 29, 2026
Reuters
Space X in Merger Talks With xAI
January 29, 2026
Pensions & Investments
House Committee OKs Bill to Create SEC Public Company Advisory Board
January 29, 2026
Yale Journal on Regulation
Is President Required to Appoint SEC Commissioners of Opposing Party?
January 29, 2026
Reuters
Fed Leaves Interest Rates Unchanged
January 28, 2026
Bloomberg
Starbucks Comeback Not Just Froth
January 28, 2026
Cleary Enforcement Watch
How SEC Enforcement Has Shifted
January 28, 2026
Cornerstone Research
Less SEC Crypto Enforcement Brings Lower Crypto Recoveries
January 28, 2026
Deal Lawyers.com
Delaware Chancery Addresses Aiding, Abetting Liability of Financial Advisers
January 28, 2026
Wall Street Journal
UPS to Cut 30,000 Jobs This Year
January 27, 2026
Cleary Enforcement Watch
France Adopts In-House Legal Privilege
January 27, 2026
Sidley Enhanced Scrutiny
Delaware Chancery Adds Caremark Twist to Bankruptcy Case
January 27, 2026
D&O Diary
Fourth Circuit: Shareholder Suit, SEC Probe “Logically and Causally” Linked
January 27, 2026
Deal Lawyers.com
House Subcommittee Mulls CFIUS
January 27, 2026
Bloomberg
Trump to Boost South Korea Tariffs
January 26, 2026
Wall Street Journal
Senate Chair Eyes Netflix-Warner Deal
January 26, 2026
New York Times
X Faces EU Probe of AI Sex Images
January 26, 2026
Deal Lawyers.com
SEC Issues Slew of New Interpretations
January 26, 2026
Corporate & Securities Law Blog
U.S. House Passes the INVEST Act
January 26, 2026
Dealbook
Interest in Law School Surging
January 25, 2026
Securities and Exchange Commission
Statement on PCAOB 2026 Budget
January 25, 2026
Bloomberg
SEC Drops Winklevoss Crypto Suit
January 25, 2026
Deal Lawyers.com
U.S. District Court in New York Rejects Disclosure Claims in Take Private Deal
January 25, 2026
Business Law Prof Blog
Nevada Commission Meets to Study Adjudication of Business Law Cases
January 25, 2026
Wall Street Journal
Trump Calls Off Tariffs on Europe
January 21, 2026
Bloomberg
EU Freezes U.S. Trade Deal Approval
January 21, 2026
The Governance Beat
Vanguard Updates Voting Policies
January 21, 2026
D&O Diary
Would Disclosure Deter AI-Washing?
January 21, 2026
Business Law Prof Blog
Delaware Supreme Court Sides With Moelis on Stockholder Agreement
January 21, 2026
Wall Street Journal
Bessent Turns Up Heat on Fed Chair
January 20, 2026
Bloomberg
Netflix Makes Warner Offer All Cash
January 20, 2026
New York Times
Prediction Markets on the Rise
January 20, 2026
D&O Diary
Chancery Says Board Failed to Respond to Sexual Misconduct “Red Flags”
January 20, 2026
Sidley Enhanced Scrutiny
Delaware Chancery Reminds Directors Not to Play Dirty
January 20, 2026
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  • Business Law Prof Blog
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  • DealLawyers
  • Delaware Corporate and Commercial Litigation Blog
  • Gibson Dunn Securities Regulation and Corporate Governance Monitor
  • 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
The Blue Sky Blog is Sponsored by Columbia Law School's Center on Corporate Governance.
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