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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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Editorial Board John C. Coffee, Jr. Edward F. Greene Kathryn Judge

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ISS

The Proxy Voting Choice Revolution

By Alon Brav, Tao Li, Dorothy S. Lund and Zikui Pan October 7, 2025 by renholding

A corporate governance revolution is underway. The conventional depiction of the U.S. capital markets has focused on the presence of large institutional shareholders and their substantial influence over the economy. But in the past two years, in response to political …

Comment  

AI Might Make a Great Proxy Adviser

By Choonsik Lee and Matthew E. Souther August 18, 2025 by renholding

Proxy advisers exercise immense influence through their voting recommendations to shareholders. Corporations, aware of the importance of those recommendations, expend valuable resources to ensure that the recommendations align with management’s preferences by hiring governance consultants to influence outcomes. These consultants …

ISS Offers Preview of Continental Europe Proxy Season

By European Governance Research April 29, 2025 by renholding

European competitiveness: Following the results of the 2024 European elections and the release of the so-called Draghi-report, European competitiveness has emerged as a key priority and a major stewardship theme. European competitiveness is a broad theme affecting various aspects, ranging …

Mayer Brown Discusses ISS Halt to Diversity-Based Voting Recommendations

By Anna T. Pinedo, Jennifer Zepralka and Alexandria Hasenkamp April 8, 2025 by renholding

On February 11, 2025, Institutional Shareholder Services, Inc. (ISS) announced that it will be halting consideration of certain diversity factors indefinitely when making vote recommendations with respect to the election and re-election of U.S. company directors under its Benchmark and …

1 Comment  

How Proxy Adviser Competition Affects the Quality of Advice

By Odilon Camara, John Matsusaka and Chong Shu November 14, 2024 by renholding

Investors rely on proxy adviser recommendations to fulfill their fiduciary duty when voting in corporate elections. However, the proxy advisory industry is highly concentrated, with ISS and Glass Lewis controlling over 90 percent of the market,1 and the advice …

Why Activist Investors Are Rooting for Donald Trump

By Kai Liekefett and Derek Zaba November 4, 2024 by renholding

Year after year, the world’s activist-investor community meets at the Active-Passive Investor Summit, the premier shareholder activist conference in New York City, organized by research and advisory service 13D Monitor. Yet at this year’s gathering, on October 22, the mood …

ISS Discusses the Quiet Relevance of Social Concerns, the S in ESG

By Tom Inchley July 23, 2024 by renholding

It has often been argued that the ‘S’ in ESG has been overshadowed in the ESG acronym, having long played third-fiddle to corporate governance and environmental concerns. There are various reasons for this, one being that the social pillar has …

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 …

ISS Discusses Largest Securities-Related Class Action Settlements of 2023

By Jarett Sena January 24, 2024 by renholding
2023 delivered a banner year for investor recoveries, as the $7.9 billion[1] in settlement funds across the globe was the highest total in the last five years. The $5.8 billion[2] specifically secured in securities-related class actions in the
…

ISS Discusses Where ESG Performance Matters Most for Company Valuation

By Loic Graindorge, Karsten Greye, Roberto Lampl, Gavin Thomson, Casey Lea and Disha Malara November 9, 2023 by renholding

The January 2023 report ESG Performance and Enterprise Value: Do Firms with Stronger ESG Performance Have Higher Valuation Ratios? investigated the relationship between the ISS ESG Performance Score (a normalized version of the ISS ESG Corporate Rating) and two …

ISS Discusses the Risks of Participating in Securities Collective Actions Outside the U.S.

By Jarret Sena and Elisa Mendoza October 13, 2023 by renholding

In contrast to class actions in the United States, the general principle in litigation abroad is that the loser pays the winner’s costs. This concept is known as “adverse costs,” and the risk of paying these costs can be daunting …

Should We Worry About Robo-Voting?

By John G. Matsusaka and Chong Shu October 10, 2023 by renholding

Robo-voting occurs when an investment fund mechanically follows the voting recommendations of its proxy adviser in corporate elections. The practice has become easier for funds with the development of online voting platforms that a proxy adviser can complete in advance …

Shareholders (and ISS) Won Big With Universal Proxy Card in 2023

By Michael R. Levin August 23, 2023 by renholding

Now that proxy season has wrapped up, we thought we’d look back at the experience with universal proxy card (UPC). Overall, shareholders expressed their preferences in BoD elections with precision. Proxy advisors, in particular ISS, saw their recommendations win in

…

Contests Under Universal Proxy Rules Have Produced Mixed Results

By Sean Donahue, Eduardo Gallardo and Sahand Moarefy July 13, 2023 by renholding

There have been 12 proxy contests that have gone to a vote under the SEC’s universal proxy rules, which became effective on September 1, 2022. A review of these contests reveals several themes.

Overall Results: Activists obtained a board seat …

ISS Discusses Wells Fargo’s Historic $1 Billion Settlement With Investors

By Jarett Sena June 1, 2023 by renholding

Investors’ $1 billion tentative settlement – a Top 20 settlement of all time if approved – comes in the wake of years of scandal and resolves allegations that the bank concealed its inability to clean up its act. Prior scandals …

ISS Discusses Sectors Where ESG Performance Matters Most for Company Valuation

By Arnaud Cavé, Karsten Greye, Roberto Lampl, Casey Lea and Disha Malara May 16, 2023 by renholding

The January 2023 study “ESG Performance and Enterprise Value: Do Firms with Stronger ESG Performance Have Higher Valuation Ratios?” investigated the relationship between the ISS ESG Performance Score (a normalized version of the ISS ESG Corporate Rating) and two …

Covington Discusses Corporate Political-Disclosure Shareholder Proposals

By Robert Kelner, Matthew Franker, Zachary G. Parks and Mellissa Campbell Duru February 27, 2023 by renholding

The 2023 proxy season is underway for public companies and their investors. Corporate secretaries, lawyers, and executives are actively engaged in the SEC’s shareholder proposal process. Consistent with recent proxy seasons, a significant number of companies are receiving proposals calling …

ISS Discusses Proposed $810 Million Settlement in Twitter Shareholder Class Action

By Jeff Lubitz September 13, 2022 by renholding

What a long, strange trip it’s been for Twitter shareholders since the company’s November 7, 2013 Initial Public Offering on the New York Stock Exchange.

Aside from the current litigation dominating today’s headlines between Twitter and Elon Musk – which

…

Davis Polk Discusses SEC’s Final Rules on Proxy Advisory Firms

By Ning Chiu, Nicole Brookshire, Joseph A. Hall, Michael Kaplan and Richard D. Truesdell Jr. July 21, 2022 by renholding

When the SEC adopted the rules governing proxy advisory firms two years ago, then-Chair Clayton emphasized that the rules were “the fruits of a rigorous and well-functioning rulemaking process where final rules reflect and benefit from the input of a …

The Need for Engaged Governance During Existential Crises: The Case of Aerojet Rocketdyne

By Eric Talley June 22, 2022 by renholding

Engaged shareholder voting is often perceived as the linchpin of sound corporate governance. That reputation is well deserved: Even as corporate governance has broadened its sights of late to accommodate a wider set of stakeholders, the pivotal role of shareholders …

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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
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
Reuters
U.S. Judge Blocks Plan to Lay Off Thousands of Government Workers
October 15, 2025
Wall Street Journal
U.S. Is Arranging a $20 Billion Private Finance Facility for Argentina
October 15, 2025
D&O Diary
Lawsuit Challenges Constitutionality of SEC Accredited Investor Rules
October 15, 2025
Law.com
SEC Whistleblower Awards Hit Low
October 15, 2025
Bloomberg
Crypto Litigation Shows Industry Won
October 15, 2025
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AI Savings Spur Goldman Job Cuts
October 14, 2025
Dealbook
What Rebuilding Gaza Would Cost
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Freshfields' A Fresh Take
Anti-Terrorism Act Liability Evolving
October 14, 2025
The Governance Beat
How SEC Shutdown Hurts EDGAR Next
October 14, 2025
Cornerstone Research
Delaware Chancery M&A-Lawsuit Settlements Are on the Rise
October 14, 2025
Bloomberg
First Brands CEO Exits, Leaves Mess
October 13, 2025
Reuters
How U.S. Is Eating Trump’s Tariffs
October 13, 2025
Wall Street Journal
OpenAI, Broadcom, Forge Chip Deal
October 13, 2025
Dealbook
Prediction Market Expands Overseas
October 13, 2025
The Governance Beat
SEC Sets Shareholder Proposal Demise
October 13, 2025
Delaware Business Litigation Report
Chancery: Top-Shareholder’s Redemption, Call Rights Exercise Unfair
October 12, 2025
D&O Diary
Securities Suit Defense Faces Trouble
October 12, 2025
Bloomberg
SEC Chair Eyes Shareholder Proposals
October 12, 2025
Reuters
SEC Eases IPO Path in Shutdown
October 12, 2025
Business Law Prof Blog
Update on Moves to Texas, Nevada
October 12, 2025
Reuters
Ford Also Backs Off EV Tax Credit Plan
October 9, 2025
Wall Street Journal
New York AG Indicted for Bank Fraud
October 9, 2025
New York Magazine
Ponzi Charges Crash YouTube Empire
October 9, 2025
Bloomberg
FirstBrands Fail Blind Sides Wall Street
October 9, 2025
Deal Lawyers.com
Chancery OKs Claim Insiders Got Non-Ratable Benefit from LLC Conversion
October 9, 2025
Reuters
GM Backs Off EV Tax Credit Claim
October 8, 2025
Dealbook
Battery-Focused Power Firm Gets $1 Bln
October 8, 2025
Sidley Enhanced Scrutiny
PSLRA Confusing Section 11 Litigants
October 8, 2025
D&O Diary
Is Claude the Next Napster?
October 8, 2025
Law.com
SEC Facing Backlogs After Furloughs
October 8, 2025
Bloomberg
Fears of Trillion-Dollar AI Bubble Grow
October 7, 2025
Reuters
Tesla’s “Affordable” Models Are Not
October 7, 2025
Wall Street Journal
Megabanks Drive Regionals to Merge
October 7, 2025
Cooley M&A
Shutdown Stalls Antitrust Enforcers
October 7, 2025
Dealbook
NYSE Parent to Buy Stake in Prediction Market Operator Polymarket
October 7, 2025
Bloomberg
U.S. to Take 10% of Alaska Mining Firm
October 6, 2025
Wall Street Journal
OpenAI, AMD Ink Massive Chip Deal
October 6, 2025
Cleary M&A Watch
How a Retail Voting Program Works
October 6, 2025
Freshfields' A Fresh Take
FTC Challenges Zillow-Redfin Deal
October 6, 2025
Deal Lawyers.com
Chancery Lets Fiduciary Duty Claims Proceed in Microsoft-Activision Deal
October 6, 2025
Bloomberg
Bitcoin Crosses Fresh Record High
October 5, 2025
Wall Street Journal
Startups Eating Big Food’s Lunch
October 5, 2025
Reuters
Trump Eyes Greenland Rare-Earth Firm
October 5, 2025
D&O Diary
Delaware Chancery M&A Suit Settlements Rise in Number and Value
October 5, 2025
Business Law Prof Blog
Second Circuit Securities Decision May Suggest PSLRA Went Too Far
October 5, 2025
Delaware Business Litigation Report
Delaware Supreme Court Reverses Chancery Dismissal of Rule 60(b) Claim
October 2, 2025
Freshfields' A Fresh Take
How EU, California AI Acts Overlap
October 2, 2025
Securities and Exchange Commission
Prophecy Asset Mgmnt Sued for Fraud
October 2, 2025
Reuters
Judge Nixes NFT Artist Suit Against SEC
October 2, 2025
Reuters
Judge Keeps SEC Twitter Suit in DC
October 2, 2025
Reuters
Yahoo Nears AOL Sale for $1.4 Billion
October 1, 2025
Bloomberg
Automakers Extend $7,500 EV Discount
October 1, 2025
D&O Diary
How Plaintiffs Are Dodging Delaware
October 1, 2025
Securities Regulation and Corporate Governance Monitor
How Shutdown Affects SEC Operations
October 1, 2025
Deal Lawyers.com
Chancery Says Late Statement Doesn’t Waive Post-Closing Adjustment
October 1, 2025
Bloomberg
Pfizer Gets Three-Year Tariff Reprieve
September 30, 2025
Wall Street Journal
Boeing Starts on 737 MAX Replacement
September 30, 2025
Reuters
AstraZeneca’s U.S. Listing May Pull Other Companies from London
September 30, 2025
D&O Diary
Bankruptcy Statistics Prompt Worry
September 30, 2025
Bloomberg
Atkins Touts SEC-CFTC Crypto Work
September 30, 2025
Bloomberg
Google Settles Trump Suit for $24.5 Mln
September 29, 2025
Wall Street Journal
Javice: 7 Years for Fraud on JPMorgan
September 29, 2025
Dealbook
EA’s $55 Bln Buyout Is Biggest Ever
September 29, 2025
The Governance Beat
Texas Probes ISS, Glass Lewis on ESG
September 29, 2025
Financial Times
Let Market Set Reporting Frequency
September 29, 2025
Bloomberg
EA Buyout Talk Highlights Gaming Fall
September 28, 2025
Reuters
Boeing Settles Wrongful-Death Suit
September 28, 2025
Wall Street Journal
Regulators Scrutinize Unusual Trading Ahead of Crypto-Treasury Deals
September 28, 2025
Business Law Prof Blog
Nevada Forms Biz Court Commission
September 28, 2025
Bloomberg
Trump Order Puts TikTok at $14 Billion
September 25, 2025
Wall Street Journal
Autos Flash US Economy Warning Sign
September 25, 2025
Cleary M&A Watch
To Arbitrate or Not? Firms Can Choose
September 25, 2025
Dealbook
Germany Woos Indian Workers US Scared
September 25, 2025
Freshfields' A Fresh Take
SEC Case Tests Private Fund Managers
September 25, 2025
MSNBC
Comey Indictment Expected Soon
September 24, 2025
Bloomberg
Intel Seeks Investment From Apple
September 24, 2025
Wall Street Journal
Trial Lawyers Breaking Up With Big Law
September 24, 2025
The Governance Beat
ExxonMobil Files Solicitation Materials for Retail Opt-In Voting Program
September 24, 2025
Insurance Journal
SEC: Online RadioShack a Ponzi Scheme
September 24, 2025
Wall Street Journal
Sinclair, Nexstar Won’t Air Kimmel
September 23, 2025
Delaware Business Litigation Report
Chancery Partially Vacates Expert’s Findings in Acquisition Price Dispute
September 23, 2025
Dealbook
New Meta PAC Aims to Boost AI
September 23, 2025
Bloomberg
No Quarterly Reports Portends Shakeup
September 23, 2025
Bloomberg
SEC Chief Seeks Crypto Rule Exemption
September 23, 2025
Bloomberg
IPOs Revive, Private Market Still Soars
September 22, 2025
Reuters
Nvidia to Put Up to $100 Bln in OpenAI
September 22, 2025
Wall Street Journal
Treasury Boss Hints at Argentina Rescue
September 22, 2025
New York Times
H-1B Visa Tiff Roils Firms, Geopolitics
September 22, 2025
D&O Diary
Killing Quarterly Reports Is a Bad Idea
September 21, 2025
Bloomberg
SEC Drops Allen Stanford-Related Case
September 21, 2025
Delaware Corporate & Commercial Litigation Blog
Chancery: Personal CEO Data Irrelevant
September 21, 2025
Deal Lawyers.com
How Big Beautiful Bill Affects M&A
September 21, 2025
Business Law Prof Blog
Texas Puts Culture Over Governance
September 21, 2025

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