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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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Form 10-K

What Trump’s Order Limiting FCPA Enforcement Means for Companies

By Alexander L.W. Snyder April 2, 2025 by renholding

On February 12, President Trump issued an Executive Order and Fact Sheet ordering, among other things, that the U.S. Attorney General cease initiation of any new FCPA investigations or enforcement actions for 180 days. As CEOs and boards of …

Debevoise & Plimpton Discusses Key Considerations for the 2024 Annual Reporting Season

By Eric T. Juergens, Benjamin R. Pedersen, Paul M. Rodel, Alice Gu and Amy Pereira November 22, 2024 by ngodridge

As November comes to an end, the busy annual reporting and proxy season begins for many public companies. In this Client Update, we highlight key considerations for public companies when preparing their annual reports on Form 10-K or Form 20-F, …

Wachtell Lipton Discusses Compensation Season 2024

By Jeannemarie O'Brien, Adam J. Shapiro, David E. Kahan, Michael J. Schobel and Erica E. Aho January 29, 2024 by renholding

In contrast to the volatility that vexed the economy in 2022, markets rose in 2023 as inflation fell and the labor market remained strong.  Entering 2024, ongoing international instability, rapidly changing technology and the United States presidential campaign are certain …

Skadden Discusses SEC Guidance on Pay-Versus-Performance Disclosure

By Shalom D. Huber and Loren Koles March 6, 2023 by renholding

The staff of the Securities and Exchange Commission’s (SEC’s) Division of Corporate Finance recently issued guidance to address open questions related to the final pay-versus-performance (PVP) disclosure rules adopted in 2022. The 15 new Compliance & Disclosure Interpretations (C&DIs) are …

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 …

Addressing ESG in 2021: Who Is in Charge?

By Samuel G. Liss January 29, 2021 by renholding

Over the course of 2020, market forces drove corporations and institutional investors to make expansive commitments to their purpose and social responsibility. This fueled companies in many regions to publish lengthy reports under the ESG moniker (Environmental, Social and Governance). …

1 Comment  

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 …

Sullivan & Cromwell Discusses Key Considerations for Fiscal-Year 2019 SEC Filings

By Sullivan & Cromwell January 10, 2020 by renholding

As issuers prepare their Form 10-K and 20-F filings for fiscal year 2019, they should consider recent changes to Securities and Exchange Commission (“SEC”) disclosure rules, trending disclosure topics and the implementation of critical audit matters disclosure in the audit …

Is Positive Sentiment in Corporate Annual Reports Informative?

By Mehran Azimi and Anup Agrawal August 26, 2019 by renholding

Recent advances in machine learning and natural language processing (NLP) enable machines to better understand human languages. E-mail systems now routinely warn us when an email we receive may be a spam, suggest a quick response to an email, correct …

The Readability of Company Responses to SEC Comment Letters

By Cory A. Cassell, Lauren M. Cunningham and Ling Lei Lisic August 12, 2019 by renholding

The Securities and Exchange Commission published its Plain English Handbook in 1998 with a goal of promoting “clearer and more informative disclosure documents” (SEC 1998).  Warren Buffet authored the preface, where he states, in part:

For more than forty years, …

The Effect of SEC Comment Letters on M&A Outcomes

By Bret A. Johnson, Ling Lei Lisic, Joon Seok Moon and Mengmeng Wang March 14, 2019 by renholding

Recent research on the effectiveness of the SEC’s filing review and comment letter process has focused almost exclusively on reviews of Forms 10-K and other periodic filings. Reviews of filings involving transactions such as mergers and acquisitions (M&A) have received …

Sullivan & Cromwell Discusses Key Considerations for Annual SEC Filings

By Robert E. Buckholz, Catherine M. Clarkin, Robert W. Downes, James M. Shea Jr. and Danielle B. Abada February 25, 2019 by renholding

As issuers prepare their Form 10‑K and 20‑F filings for fiscal year 2018, they should consider the guidance provided in some recent speeches from officials of the Securities and Exchange Commission (“SEC”), which highlight a number of considerations relating to …

How Missing SEC Filing Deadlines Affects a Company’s Stock Value

By Eli Bartov and Yaniv Konchitchki November 27, 2017 by renholding

Investors, hedge funds, regulators, banks, and attorneys want to know: What really happens when a company misses a regulatory deadline? In a new paper, we offer theory and quantitative analysis of the consequences of missing U.S. Securities and Exchange Commission …

1 Comment  

Cleary Gottlieb Discusses SEC’s Proposed Changes to Public Company Disclosure

By Nicolas Grabar, Jeffrey D. Karpf, Sandra L. Flow, Andrea M. Basham and Gaia Goffe October 24, 2017 by renholding

On October 11, 2017, the SEC proposed a collection of amendments to its rules and forms intended to modernize and simplify some of the disclosure requirements applicable to U.S. public companies.[1]  The proposals would implement a statutory directive under …

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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
UnitedHealth Spends Big to Mollify DC
September 14, 2025
New York Post
UBS Eyes US Move to Skirt Swiss Regs
September 14, 2025
D&O Diary
SOX’s Ethics Reporting Hotlines Endure
September 14, 2025
Yahoo Finance
SEC to Nix Case Against Nikola CEO
September 14, 2025
Business Law Prof Blog
SEC May OK Arbitration in Bylaws
September 14, 2025
Wall Street Journal
Microsoft, OpenAI to Extend Partnership
September 11, 2025
Bloomberg
Paramount Readies Warner Bros. Bid
September 11, 2025
Dealbook
Klarna Debut Suggests IPO Revival
September 11, 2025
Securities and Exchange Commission
New Corporation Finance Chief Named
September 11, 2025
McDermott Will
DOJ, FTC Speed Up Merger Reviews
September 11, 2025
Bloomberg
SEC Near Dual-Class Fund Decision
September 10, 2025
Delaware Business Litigation Report
Delaware Chancery Finds Class Rep Sought Excessive Incentive Award
September 10, 2025
ThinkAdvisor
SEC Sued Over Accredited Investor Rule
September 10, 2025
Financial Times
SEC Targets Firms Tied to Suspected Chinese Pump and Dump Scam
September 10, 2025
Corporate & Securities Law Blog
Ninth Circuit Clarifies the SEC’s Disgorgement Standard
September 10, 2025
Wall Street Journal
Inflation Erased Income Gains Last Year
September 9, 2025
Bloomberg
Trump Floats New China, India Tariffs
September 9, 2025
D&O Diary
What Happens to Parallel Derivative Suits If Securities Class Actions Settle?
September 9, 2025
Cointelegraph
Senate Bill: Token Stocks Are Securities
September 9, 2025
Delaware Corporate & Commercial Litigation Blog
Delaware Supreme Court Clarifies Requirements for Aiding and Abetting
September 9, 2025
Freshfields' A Fresh Take
FTC Temu Case Clarifies INFORM Act
September 8, 2025
The Governance Beat
Big Three Split Stewardship in Two
September 8, 2025
The FinReg Blog
Crypto Everything Everywhere at Once
September 8, 2025
Securities and Exchange Commission
Cross-Border Task Force to Fight Fraud
September 8, 2025
CoinDesk
Nasdaq Seeks SEC OK on Stock Tokens
September 8, 2025
Wall Street Journal
Tech’s New Gig Is in Battlefield Data
September 7, 2025
Bloomberg
Fed Chair Finalist Hassett Backs “Mission Creep” Criticism
September 7, 2025
Deal Lawyers.com
Nasdaq Proposes SPAC-Listing Change
September 7, 2025
Corporate & Securities Law Blog
Ninth Circuit Rules Market Slogan Alone Not Actionable Under Rule 10b-5
September 7, 2025
Business Law Prof Blog
Tesla Surprises With Musk-Pay Proxy
September 7, 2025
Reuters
FTC Acts Against Worker Noncompetes
September 4, 2025
New York Times
Porsche No Longer German Blue Chip
September 4, 2025
Freshfields' A Fresh Take
Ninth Circuit Greenlights Broad Use of Discovery In Foreign Proceedings
September 4, 2025
CoinDesk
SEC Probes Coinbase on User Number
September 4, 2025
Bloomberg
SEC Wells Process Due for Reform
September 4, 2025
Wall Street Journal
Court Says Harvard Trump Cuts Illegal
September 3, 2025
Bloomberg
NY Giants Sell Stake to Koch Family
September 3, 2025
Dealbook
Investors Think Google Got Spared
September 3, 2025
Reuters
SEC to Offer More Supervisor Buyouts
September 3, 2025
Securities and Exchange Commission
SEC Sues Over $770 Mln Ponzi Scheme
September 3, 2025
Bloomberg
U.S. Judge: Google Can Keep Chrome
September 2, 2025
Dealbook
Fining X May Upend US-EU Trade Deal
September 2, 2025
D&O Diary
Dow Chemical Hit With Tariffs-Related Securities Lawsuit
September 2, 2025
Deal Lawyers.com
Intel Files 8-K Detailing U.S. Stake
September 2, 2025
Corporate & Securities Law Blog
U.S. Court Blocks Enforcement of Texas Proxy Adviser Disclosure Law
September 2, 2025
Wall Street Journal
Crypto Launch Enriches Trumps by $5 Bln
September 1, 2025
Delaware Business Litigation Report
Delaware Chancery Enforces “Hell or High Water” Provision to Close Merger
September 1, 2025
Reuters
Musk Seeks End to SEC Twitter-Stake Suit
September 1, 2025
New York Business Divorce
NY Appraisal Law Really Is Exclusive
September 1, 2025
Corporate & Securities Law Blog
U.S. and UK M&A Practices Diverge
September 1, 2025
Wall Street Journal
Fed Governor Sues to Stop Firing
August 28, 2025
FCPA Professor
SEC Leaves FCPA Enforcement Gaps
August 28, 2025
Bloomberg
SEC Staff Cuts Threaten Filing Reviews
August 28, 2025
Delaware Corporate & Commercial Litigation Blog
Chancery Explains Dissolution Nuances
August 28, 2025
Deal Lawyers.com
Are SPACs Goldilocks Path to Public?
August 28, 2025
Wall Street Journal
Microsoft Probes Workers After Protest
August 27, 2025
Reuters
Delta Ends Fuel Dump Suit for $79 Mln
August 27, 2025
New York Times
French Political, Debt Crises Loom
August 27, 2025
Bloomberg
SEC Slams Nikola Bankruptcy Plan
August 27, 2025
Corporate & Securities Law Blog
Texas Proxy Disclosure Law Debuts
August 27, 2025
Wall Street Journal
Exxon Held Talks for Return to Russia
August 26, 2025
Bloomberg
Teen Suicide to Prompt ChatGPT Update
August 26, 2025
Reuters
Fed Governor Will Sue to Keep Job
August 26, 2025
Securities Regulation and Corporate Governance Monitor
Deadline Nears for Resource Extraction Issuers to File Form SD With SEC
August 26, 2025
Deal Lawyers.com
Delaware Chancery Cites Disclosure Schedule in Dismissing Fraud Claim
August 26, 2025
Bloomberg
Appeal Blocks Habba as US Attorney
August 25, 2025
Wall Street Journal
Musk’s xAI Sues Apple, OpenAI
August 25, 2025
Delaware Business Litigation Report
Delaware Chancery Nixes Interlocutory Appeal When Case Nears End
August 25, 2025
The Governance Beat
EDGAR Next Debut Poses Challenges
August 25, 2025
Delaware Corporate & Commercial Litigation Blog
Delaware Chancery Awards Fees for Breach of Forum Selection Clause
August 25, 2025
Bloomberg
Apple to Redo iPhone Over 3 Years
August 24, 2025
New York Times
What Does AI Sell-Off Portend?
August 24, 2025
The Governance Beat
Nevada Steps Toward Business Court
August 24, 2025
D&O Diary
When Must CEO Illness Be Disclosed?
August 24, 2025
King & Spalding
SEC Focusing on Retail Investor Fraud
August 24, 2025
Reuters
Fintech Firm Aspiration’s Co-Founder Pleads Guilty to Defrauding Investors
August 21, 2025
Wall Street Journal
Tariffs Rise, Walmart Wins Shoppers
August 21, 2025
Bloomberg
DOJ Urges Fed Governor’s Ouster
August 21, 2025
D&O Diary
NY Court Affirms Trump Civil Fraud Ruling, Vacates Massive Damages
August 21, 2025
Sidley Enhanced Scrutiny
Chancery Nixes Claims Against Directors for Not Probing Past Misconduct
August 21, 2025
Securities and Exchange Commission
SEC Names New Enforcement Chief
August 21, 2025
New York Times
Deal Would Value ChatGPT at $500 Bln
August 20, 2025
The Governance Beat
Texas Proxy Adviser Law Almost Live
August 20, 2025
The Block
SEC Chair Says Few Tokens Securities
August 20, 2025
Deal Lawyers.com
Delaware OKs Obscure DGCL Changes
August 20, 2025
Corporate & Securities Law Blog
Second Circuit Vacates Fraud Conviction in First Crypto Insider Trading Case
August 20, 2025
Reuters
US Seeks Equity in Intel for Cash Grants
August 19, 2025
Bloomberg
Meta Restructures AI Group Again
August 19, 2025
D&O Diary
Risk of AI Deepfake Attacks Grows
August 19, 2025
Wall Street Journal
SEC Fines Private Equity Firm TZP
August 19, 2025
M&A/PE Quarterly
“Entire Fairness” Cases Unpredictable
August 19, 2025
Freshfields' A Fresh Take
Recent Cases Offer First Look at New FCPA Enforcement Priorities
August 18, 2025
The Governance Beat
Board Agendas Getting Too Routine
August 18, 2025
D&O Diary
Losing the Face of the Company Quickly Leads to Securities Suits
August 18, 2025
PubCo @ Cooley
California Supreme Court Backs Delaware Forum-Selection Clauses
August 18, 2025
Deal Lawyers.com
Chancery Nixes Typical Non-Compete
August 18, 2025
Wall Street Journal
Disney’s Marvel Abandons Georgia
August 17, 2025
Dealbook
Corporate Governance’s Wild West
August 17, 2025
D&O Diary
CSR Score Can Mask Corporate Fraud
August 17, 2025
Bloomberg
SEC Sues IR Exec for Insider Trading
August 17, 2025
Business Law Prof Blog
Update: Texas, Nevada Reincorporation
August 17, 2025

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