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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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Skadden Discusses FBI, DOJ, and SEC Guidance on Disclosing Cybersecurity Incidents

By Brian V. Breheny, Raquel Fox, William Ridgway, David A. Simon and Khadija L. Messina January 3, 2024 by renholding

The U.S. Securities and Exchange Commission (SEC) adopted final rules in 2023 that are intended to enhance and standardize disclosures regarding cybersecurity risk management, strategy, governance and incident reporting by public companies (including foreign private issuers). The SEC Form 8-K …

Sullivan & Cromwell Discusses Final DOJ and FTC Merger Guidelines

By Joseph J. Matelis, Renata B. Hesse, Steven L. Holley and Samantha F. Hynes December 22, 2023 by renholding

In July 2023, the Antitrust Division of the U.S. Department of Justice (the “DoJ”) and the Federal Trade Commission (“FTC”) issued Draft Merger Guidelines (available here) for public comment. As discussed in our prior memorandum to clients (available here…

Morrison & Foerster Discusses Antitrust Actions for Third Quarter 2023

By Lisa Phelan, Megan Gerking, Joseph Folio, Rob Manoso and Megan Golden November 2, 2023 by renholding

The third quarter of 2023 was eventful for both domestic and international cartel enforcers.

In the United States, the Department of Justice (DOJ) continues to revamp policies to sharpen its enforcement efforts. On October 4, 2023, the Deputy Attorney General …

How History Sheds Light on the Limits of Fraud Prevention

By Emily Kadens October 27, 2023 by renholding

The common law of fraudulent misrepresentation, whether in tort or contract, balances the alleged fraudster’s intentional deception against the victim’s unjustified reliance. The law does not reward the victim who should have known better than to trust the fraudster’s representations. …

1 Comment  

U.S. Deputy AG Announces New Safe Harbor Policy for Voluntary Disclosures in M&A

By Lisa Monaco October 6, 2023 by renholding

Thank you for inviting me to talk with you today – this is an important audience for the Department of Justice because your voice – and your work – to promote a culture of compliance across your companies is more

…

When Corporate Misconduct Leads to Death, Deferred Prosecution Should Not Be Permitted

By Peter R. Reilly October 2, 2023 by renholding

Department of Justice (DOJ) prosecutors are empowered to resolve serious corporate criminal allegations through deferred prosecution agreements (DPA). In a new paper, I argue that DPAs should not be permitted when corporate misconduct causes people to lose their lives.

To …

Paul Weiss Discusses Proposed Merger Guidelines and Private Equity

By Scott A. Sher, Aidan Synnott, Eyitayo “Tee” St. Matthew-Daniel, Brette Tannenbaum and Michael Vogel September 11, 2023 by renholding

The Antitrust Division of the U.S. Department of Justice (DOJ) and Federal Trade Commission (FTC) recently released a draft overhaul of their merger guidelines. The merger guidelines are intended to describe how the agencies evaluate mergers and reach decisions on …

Cleary Gottlieb Discusses DOJ, Commerce, and Treasury Advisory on Voluntary Self-Disclosure Policies

By David Last, Abena Mainoo, Chase Kaniecki, Samuel Chang and Andrew Saba August 14, 2023 by renholding

On July 26, 2023, the U.S. Department of Justice’s National Security Division (“NSD”), the U.S. Department of Commerce’s Bureau of Industry and Security (“BIS”), and the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) issued a Tri-Seal …

Skadden Discusses DOJ’s Reliance on Traditional Statutes in Cryptoasset Fraud Cases

By Alexander C. Drylewski, Stuart D. Levi, Daniel Michael and Spurthi Jonnalagadda August 3, 2023 by renholding

Two recent indictments highlight the Department of Justice’s (DOJ’s) continuing use of the traditional wire fraud, money laundering and identity theft statutes to pursue fraud involving digital assets, indicating that law enforcement will look to prevent theft and scamming regardless …

Paul Hastings Discusses New Draft Antitrust Merger Guidelines

By Michael Wise, Michael Murray and Noah Pinegar July 24, 2023 by renholding

The Department of Justice Antitrust Division and Federal Trade Commission issued new draft Merger Guidelines on July 19 that aim to significantly increase scrutiny of merger activity. The new Merger Guidelines would replace prior pronouncements of antitrust policy from the …

Davis Polk Discusses Antitrust Agencies’ Proposed Overhaul of HSR Filing Requirements

By Ronan P. Harty, Jesse Solomon, Mary K. Marks, Anna M. Kozlowski and Cody Donald July 5, 2023 by renholding

On June 27, 2023, the Federal Trade Commission (FTC) issued a Notice of Proposed Rulemaking (NPRM) to amend the Hart-Scott-Rodino Act (HSR) Form and Instructions.1  According to FTC Chair Lina Khan’s accompanying statement, the NPRM is the result of …

U.S. Assistant AG Speaks on Antitrust Enforcement in Bank Mergers

By Jonathan Kanter June 27, 2023 by renholding

Sixty years ago, the Supreme Court handed down its decision in United States v. Philadelphia National Bank.[1] Today, I would like to discuss the enduring impact of this landmark case.

Philadelphia National Bank is well known in banking

…

Skadden Discusses DOJ Loss in Fourth Criminal No-Poach Case

By Tara L. Reinhart, Julia K. York, Tamara L. Chin Loy and Ryan J. Travers May 9, 2023 by renholding

In the latest setback in the Department Justice Antitrust Division’s (DOJ) attempts to prosecute “no-poach” agreements criminally, a federal judge acquitted from the bench all six defendant employees of aerospace engineering companies alleged to have allocated a labor market by …

Gibson Dunn Discusses DOJ, FTC Antitrust Summit

By Rachel Brass, Jay Srinivasan, Stephen Weissman, Jamie France and Caroline Ziser Smith April 10, 2023 by renholding

On March 27, 2023, the U.S. Department of Justice and U.S. Federal Trade Commission (together, the “Agencies”) hosted international and state antitrust enforcers for panel discussions on current and emerging enforcement trends.Agency leaders Assistant Attorney General (“AAG”) Jonathan Kanter and …

Davis Polk Discusses New DOJ Clawback, Messaging, and Monitorship Guidance

By Daniel S. Kahn, Greg D. Andres, Martine M. Beamon, Tatiana R. Martins and Fiona R. Moran March 14, 2023 by renholding

This month brought additional guidance from DOJ, this time the much-anticipated compliance guidance on compensation structures to incentivize compliance and the use of personal devices and messaging apps to engage in business communications. The guidance was announced by the Deputy …

Sullivan & Cromwell Discusses New DOJ Policies for Prosecuting Corporate Crime

By Nicolas Bourtin, Andrew DeFilippis, Aisling O'Shea and Michele Materni March 9, 2023 by renholding

On March 2 and 3, 2023, Deputy Attorney General Lisa Monaco and Assistant Attorney General Kenneth Polite gave speeches announcing new and amended Department of Justice policies and guidance for prosecuting corporate crime. Both sets of remarks—which built on earlier …

A Top DOJ Official Speaks on Corporate Enforcement and Compliance

By Lisa H. Miller February 24, 2023 by renholding
Thank you, Brian, for the kind introduction. It’s great to be here with all of you. Today, I will share a snapshot of our 2022 enforcement results as well as our policy approach to white-collar and corporate crime.

I have

…

Cleary Gottlieb Discusses M&A in 2023

By James E. Langston, Kyle A. Harris and Wolete Moko January 30, 2023 by renholding

Consensus opinion coming into 2022 was that high M&A volume would continue, albeit not quite at the record-setting pace of 2021. The market had other plans. Volume decreased much more sharply from the 2021 high than was commonly expected. While …

Chief of DOJ’s Criminal Division Announces Revisions to Corporate Enforcement Policy

By Kenneth A. Polite, Jr. January 20, 2023 by renholding
Professor O’Sullivan, thank you for that kind introduction. It’s a pleasure to be here with you all today [January 17] at Georgetown. Not only am I an alum of the Law Center, I’m an alum of this building, Gewirz Residence
…

Paul Weiss Discusses the State of Antitrust Enforcement at the Beginning of 2023

By Andrew C. Finch, Joshua H. Soven, Aidan Synnott and Brette Tannenbaum January 19, 2023 by renholding

2022 was an active year for the U.S. federal antitrust enforcement agencies. There were important developments in all key areas of the agencies’ remit, from merger enforcement to civil conduct cases to criminal prosecutions. 2023 may prove to be one …

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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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Reuters
OpenAI Readies Possible $1 Trillion IPO
October 30, 2025
SDNY Blog
Google Denied Ad-Monopoly Case Redo
October 30, 2025
Wall Street Journal
Palantir Says Ex-Workers Stole Secrets
October 30, 2025
Bloomberg
Who Will Replace Jamie Dimon?
October 30, 2025
D&O Diary
How Boards and Execs Can Get Along
October 30, 2025
New York Times
Meta Ups AI Spend Forecast to $70 Bln
October 29, 2025
The Governance Beat
How to Prepare for Investor Activism
October 29, 2025
D&O Diary
Chinese Reforms Increase D&O Claims
October 29, 2025
ThinkAdvisor
SEC Chief Regrets Texting Crackdown
October 29, 2025
Deal Lawyers.com
Chancery Affirms High Bar for Invalidating Advance Notice Bylaws
October 29, 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
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
Bloomberg
AI Savings Spur Goldman Job Cuts
October 14, 2025
Dealbook
What Rebuilding Gaza Would Cost
October 14, 2025
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

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