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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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governance

How Methodological Changes in ESG Ratings Influence Investors

By Ariadna Dumitrescu, Albane Tarnaud and Mohammed Zakriya August 12, 2025 by renholding

Over the past two decades, investor demand for firms’ non-financial information, particularly Environmental, Social, and Governance (ESG) data, has surged. This has led to the emergence of numerous ESG rating agencies, which assimilate and transform complex, non-financial disclosures into more …

Governing the Crypto Revolution: What Business Can Teach Us

By Sinclair Davidson January 20, 2025 by renholding

Blockchain technology promises a future where intermediaries, such as banks and governments, are no longer necessary to facilitate transactions or enforce rules. Instead, trust is embedded directly into the system through cryptography and consensus mechanisms. Blockchains underpin cryptocurrencies …

The Dual Role of Short Sellers in Securities Litigation

By Chelsea Liu, Lily H.G. Nguyen and Kelvin Jui Keng Tan October 25, 2024 by renholding

In a new paper, we explore the often-misunderstood role of short sellers in corporate misconduct and securities class actions. Short sellers are investors who bet on a future decline in a company’s stock price. While their actions are sometimes criticized …

A Broader Corporate Purpose Requires Sharing Corporate Power

By Grant Hayden and Matthew Bodie September 18, 2024 by renholding

Can we speak of a “purpose” for corporations or, more broadly, corporate law?  The doctrine of shareholder primacy has long had an easy answer: Both individual corporations and corporate law should strive to maximize shareholder wealth.  But this reductive and …

2 Comments  

How Foundation Ownership Affects Creditor Governance

By Bonnie Buchanan and Caglar Kaya June 5, 2024 by renholding

Foundation ownership represents a distinct form of corporate governance that challenges the traditional profit-maximization motive of the shareholder capitalism model. Foundations are independent self-governing bodies that own and control companies and pursue both commercial and social (often philanthropic) goals. As …

1 Comment  

Cleary Gottlieb Discusses AI’s Risks for Boards and Managers

By David Lopez, Adam Fleisher, Daniel Ilan, Benet O’Reilly and Synne Chapman February 20, 2024 by renholding

Artificial intelligence (AI)[1] was the biggest technology news of 2023. AI continues to revolutionize business in big and small ways, ranging from disrupting entire business models to making basic support functions more efficient. Observers have rightly focused on the …

How Blockchain Could Improve the Global Supply Chain

By Chang-hsien Tsai and Ching-Fu Lin May 10, 2023 by renholding

Global supply chains (GSCs) have become increasingly complex and fragmented over the last few decades due to advances in transportation and production technology, economic globalization, and the emergence of multinational corporations (MNCs). Despite their benefits, GSCs present significant risks of …

Mandatory Corporate Social Responsibility Legislation Around the World

By Li-Wen Lin November 20, 2020 by renholding

Corporate social responsibility (CSR) is typically assumed to be a voluntary rather than mandatory initiative. Yet, over the past few decades, a growing number of countries have adopted laws that explicitly require corporations to undertake CSR.

To date, most scholarly …

Wachtell Lipton Discusses Using ESG Tools to Help Combat Systemic Racism and Injustice

By Adam O. Emmerich, David M. Silk, Sabastian V. Niles, Elina Tetelbaum and Carmen X.W. Lu June 16, 2020 by renholding

Events of recent weeks and months have starkly illuminated the effects of systemic racism and injustice on Black Americans, including threats to physical safety, psychological trauma and economic disparity.  CEOs worldwide and across industries have spoken out, expressing their horror …

How Effective Start-up Governance Attracts Investors

By Mircea Epure and Martí Guasch April 24, 2020 by renholding

In a recent paper, we argue that outside investors are cautious about financing start-ups because such companies often lack a track record and tend to be managed in a less-than professional manner, with founders sometimes putting their own interests …

Peer Effects in Proxy Voting Decisions

By Jiekun Huang March 12, 2020 by renholding

Proxy voting decisions are characterized by strong strategic complementary relationships in the sense that the utility to a shareholder from voting in a particular manner increases with the extent that other shareholders vote in the same manner. Such complementarities arise …

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 …

Interpreting Organizational Documents in the Private Ordering Era

By Megan W. Shaner July 3, 2019 by renholding

Private ordering has become a common way to restructure key aspects of public corporation governance. Stockholder activists and boards of directors alike are testing the bounds of the freedom to contract in the charter and bylaws, adopting provisions aimed at …

What Public Blockchain Protocol Governance Can Learn from Corporate Governance

By Carla L. Reyes May 7, 2019 by renholding

Despite the hype, blockchain technology remains in an early phase of development. Indeed, for many public blockchain protocols, the process of building consensus around the desired trajectory of the code base remains under-conceptualized and informal. Such uncertainty has led to …

Diversity’s Role in Boardroom Leadership

By Joseph Mandato and William Devine April 19, 2019 by renholding

What does boardroom culture yield when a board commits to a broad embrace of diversity—including diversity of gender, ideas, ethnicity, race, education, age, and skills?  Do chances improve for decisions that help lead the company to maximize its potential and …

1 Comment  

Opening the Black Box of Companies’ Capital Investment Process

By Gilles Hilary, Mark (Shuai) Ma and Wenjia Yan April 16, 2019 by renholding

In spite of intensive academic research on capital expenditure efficiency, how firms make investment decisions remains largely a black box. We analyze that process by dividing it into two stages: budgeting of capital expenditures (CapEx) and execution of the budget. …

ISS Discusses Role of Shareholder Proposals in Shaping U.S. Governance Practices

By Kosmas Papadopoulos February 15, 2019 by renholding

Over the past three decades, shareholder proposals have transformed the corporate landscape in the U.S. by spurring the adoption of governance best practices. Annual director elections, majority vote rules for director elections, shareholder approval for poison pills, and proxy access …

Antitakeover Provisions and Firm Value: New Evidence from the M&A Market

By Paul P. Momtaz February 5, 2019 by renholding

A vast literature studies the effects of antitakeover provisions (ATPs) on firm value. The academic consensus is that ATPs harm firm value because they partly insulate managers from the threat of takeover, and that view has become very influential. Prominent …

Wachtell Lipton Discusses Mergers and Acquisitions — 2019

By Wachtell, Lipton, Rosen & Katz January 22, 2019 by renholding

As a whole, 2018 proved to be another strong year for M&A.  Total deal volume reached almost $4.2 trillion globally, higher than the $3.7 trillion volume of 2017, but still less than the record of over $5 trillion set in …

Against Mandatory Sunset for Dual Class Firms

By Zohar Goshen January 2, 2019 by renholding

The debate over dual class firms has morphed from an objection to their very legitimacy to a demand to subject them to a mandatory sunset provision. My colleague and friend, Professor John Coffee, believes that dual class firms are undesirable …

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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
Warner Bros. Shields CEO Pay in a Sale
November 13, 2025
Reuters
Verizon to Cut About 15,000 Jobs
November 13, 2025
Wall Street Journal
Paramount, Comcast, Netflix Prepare Bids for Warner as Deadline Nears
November 13, 2025
New York Times
UK OKs Small Nuclear Reactor in Wales
November 13, 2025
The Governance Beat
White House Mulls Proxy Adviser Limits
November 13, 2025
Bloomberg
October Jobs, CPI Data Reveal Unlikely
November 12, 2025
Wall Street Journal
U.S. Mints Its Final Pennies
November 12, 2025
The Governance Beat
Microsoft Excludes Shareholder Proposal Without No-Action Relief
November 12, 2025
The Block
SEC Chair Unveils “Token Taxonomy”
November 12, 2025
Deal Lawyers.com
Delaware Chancery Rules M&A Choice-of-Law Clause Covers Defamation
November 12, 2025
Bloomberg
CFPB Says Money Poised to Run Out
November 11, 2025
The Governance Beat
More Vanguard Funds Get Voting Choice
November 11, 2025
Washington Post
DOJ Struggles as Thousands Exit
November 11, 2025
Dealbook
SoftBank Sells Nvidia Stake to Pay for AI
November 11, 2025
D&O Diary
Backdoor Class Actions Thriving in UK
November 11, 2025
Wall Street Journal
Tariff Case May Define Scotus Chief
November 10, 2025
Bloomberg
BlackRock Faces 100% Private Loan Loss
November 10, 2025
Dealbook
Will Musk Get the $1 Trillion?
November 10, 2025
D&O Diary
First Brands Sues Founder: Misconduct
November 10, 2025
ThinkAdvisor
Is SEC Regulation by Enforcement Dead?
November 10, 2025
Bloomberg
Inflation Data Fog Thickens for Fed
November 9, 2025
Reuters
Retailers Promise Cheaper Thanksgiving
November 9, 2025
Wall Street Journal
Visa, Mastercard Near Merchants Deal
November 9, 2025
Dealbook
Debt Has Entered the AI Boom
November 9, 2025
D&O Diary
Tariffs Securities Suit Hits Carmax
November 9, 2025
Wall Street Journal
Europe Probes Nasdaq Over Antitrust
November 6, 2025
Bloomberg
Bayer Weighs Roundup’s Demise
November 6, 2025
Reuters
Tesla Shareholders OK $1 Trln Musk Pay
November 6, 2025
New York Times
UK Faces Up to Hard Economic Choices
November 6, 2025
D&O Diary
Should Securities Suits Go to Trial?
November 6, 2025
Bloomberg
Crypto Trust-Charter Bid Sparks Alarm
November 5, 2025
New York Times
Tariffs Send Automakers Into Chip Tizzy
November 5, 2025
Freshfields' A Fresh Take
SEC Ups Foreign Private-Issuer Scrutiny
November 5, 2025
Sidley Enhanced Scrutiny
Delaware Chancery Confirms Common Law Standard for Actual Control
November 5, 2025
Dykema
Dealmakers Warily Optimistic for 2026
November 5, 2025
Bloomberg
Trump’s Options If Scotus Nixes Tariffs
November 4, 2025
The Governance Beat
ISS Proposes 8 Voting Policy Changes
November 4, 2025
Wall Street Journal
Big Tesla Investor Rejects Musk Pay
November 4, 2025
D&O Diary
AI-Related Securities Suit Filed Against IC Design Software Firm
November 4, 2025
Deal Lawyers.com
M&A Anti-Reliance Clauses Skirt Risk
November 4, 2025
Wall Street Journal
Starbucks to Sell China-Business Stake
November 3, 2025
Bloomberg
Tylenol Deal Is Both Cheap and Risky
November 3, 2025
The Governance Beat
A Rare Pricing of IPO During Shutdown
November 3, 2025
CoinDesk
SBF Retrial-Appeal Hearing Next Week
November 3, 2025
Deal Lawyers.com
Ozempic Firm Deal Jumps for Metsera
November 3, 2025
Wall Street Journal
The Amazonification of Whole Foods
November 2, 2025
Bloomberg
Teslas’ Broken Doors Prompt US Probe
November 2, 2025
Delaware Corporate & Commercial Litigation Blog
Delaware Chancery Addresses Counsel Role in Two-Person Board Deadlock
November 2, 2025
Business Law Prof Blog
Telsla’s Proposal Bundling Looks Dodgy
November 2, 2025
New York Times
Big Tech AI Spending Accelerating
November 2, 2025
Bloomberg
Uber Eyes 100,000 Robotaxis in 2027
October 28, 2025
Reuters
Nvidia Value Nears Record $5 Trillion
October 28, 2025
Wall Street Journal
UPS Cuts 48,000 Jobs
October 28, 2025
New York Times
VW: Chip Loss May Hit Production
October 28, 2025
Reuters
Tesla Chair: Pay Vote Risks Musk Exit
October 27, 2025
Wall Street Journal
Amazon to Lay Off Tens of Thousands
October 27, 2025
New York Times
Qualcomm Joins AI Boom With Chips
October 27, 2025
The Governance Beat
SEC Reg Flex Agenda Evolves Subtly
October 27, 2025
Yahoo Finance
Trump Picks Selig as CFTC Chair
October 27, 2025
Bloomberg
MAGA Is Fueling a SPAC Revival
October 26, 2025
Fortune
SEC Levels Wells Notice Playing Field
October 26, 2025
Delaware Corporate & Commercial Litigation Blog
Delaware Chancery Dismisses Complaint Based on False Allegations
October 26, 2025
EY Merger Monthly
Is Dealmaking Getting Its Mojo Back?
October 26, 2025
Business Law Prof Blog
Update on Dexit to Texas, Nevada
October 26, 2025
Reuters
Consumers Seek $2.36 Bln from Google
October 23, 2025
Bloomberg
Why Meme-Stock Mania Persists
October 23, 2025
Wall Street Journal
Trump Pardons Binance Founder
October 23, 2025
Dealbook
Elon Musk’s Trillion-Dollar Pitch
October 23, 2025
The Governance Beat
Will Lack of Shareholder Proposals Mean More “Vote No” Campaigns?
October 23, 2025
Wall Street Journal
Will New Digs Draw JPMorgan Workers?
October 22, 2025
Reuters
EU Trustbusters Hit Apple on App Store
October 22, 2025
New York Times
Why Weren’t Louvre Jewels Insured?
October 22, 2025
D&O Diary
Time to Determine Who’s an Officer
October 22, 2025
Bloomberg
SEC Chair Fast Tracks Agenda
October 22, 2025
Wall Street Journal
Interest in US MBA Programs Shrinks
October 21, 2025
Reuters
Warner Bros Discovery Explores Sale
October 21, 2025
Bloomberg
Walmart Pauses Offers to H-1B Workers
October 21, 2025
Delaware Business Litigation Report
Chancery Rules Plaintiffs Asserted Non-Exculpated Disclosure Claims
October 21, 2025
The Governance Beat
Exxon Sued Over Retail Vote Program
October 21, 2025
Bloomberg
Comey Moves to Dismiss Charges
October 20, 2025
New York Times
Ari Emanuel Buys TodayTix
October 20, 2025
Freshfields Blog
Latest on California Non-Competes
October 20, 2025
The Governance Beat
Glass Lewis Tip Toes From Benchmarks
October 20, 2025
Sidley Enhanced Scrutiny
Chancery Nixes Derivative Suit Over CEO Pay for Lack of Demand Futility
October 20, 2025
Bloomberg
South Africa Unveils Nuclear Ambitions
October 19, 2025
Wall Street Journal
Gucci Beauty Unit, L’Oreal Near Deal
October 19, 2025
Cooley M&A
Activism Evolves Quickly in 2025
October 19, 2025
Securities and Exchange Commission
SEC Alters Enforcement, Wells Process
October 19, 2025
Business Law Prof Blog
Will Eliminating Quarterly Reporting Increase the Risk of Securities Fraud?
October 19, 2025
Bloomberg
Xi Rare Earth Move Gives Trump Chance
October 16, 2025
New York Times
J&J Sued in UK Over Baby Powder
October 16, 2025
Reuters
SEC 2025 Enforcement in Retrospect
October 16, 2025
Cointelegraph
SEC’s Atkins: 10-Year US Lag on Crypto
October 16, 2025
Wall Street Journal
PCAOB to Cut Board Pay 20 Percent
October 16, 2025
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  • Business Law Prof Blog
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  • DealLawyers
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  • PubCo @ Cooley
  • Securities Docket
  • Sidley Enhanced Scrutiny Blog
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