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Columbia Law School's Blog on Corporations and the Capital Markets

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M&A

Paul Weiss Offers M&A at a Glance for June 2018

By Matthew W. Abbott, Scott A. Barshay, Angelo Bonvino, Ariel J. Deckelbaum, Jeffrey D. Marell and Taurie M. Zeitzer July 18, 2018 by renholding

M&A activity in June 2018 weakened from last month across most measures, although still generally strong for the first half of the year.  The total number of deals decreased in the U.S. by 28.6% to 528 (the lowest level since …

How M&A Can Lead to Better Management

By John (Jianqiu) Bai, Wang Jin and Matthew Serfling July 17, 2018 by renholding

A fundamental question in corporate finance is how mergers and acquisitions create value. Possibilities include generating economies of scale or scope, increasing managerial efficiency, improving production techniques, or strengthening market power. Synergies are a leading motive for doing mergers, but …

How M&A Laws Affect the Risk of Stock Price Crashes

By Balasingham Balachandran, Huu Nhan Duong, Hoang Luong and Lily Nguyen July 5, 2018 by renholding

In a new cross-nation study, we discuss our findings on how the takeover market affects stock-price crash risk, defined as the likelihood of a sudden, drastic decline in the stock price of a firm. An important consideration for risk management …

Fried Frank Discusses the Obligations of LLC Directors and Managers

By Gail Weinstein, Steven J. Steinman, Brian T. Mangino, Randi Lally and Maxwell Yim June 20, 2018 by renholding

There are now more than twice as many entities formed in Delaware as LLCs and other alternative entities as are formed as corporations. Private equity funds and hedge funds often are formed as LLCs or limited partnerships to take advantage …

Paul Weiss Offers M&A at a Glance for May 2018

By Matthew W. Abbott, Scott A. Barshay, Angelo Bonvino, Ariel J. Deckelbaum, Jeffrey D. Marell and Taurie M. Zeitzer June 18, 2018 by renholding

M&A activity in May 2018 generally weakened from the prior month. The total number of deals decreased in the U.S. by 1.2% to 667 (the second-lowest level in the last 12-month period) and globally by 4.8% to 2,759 (the lowest …

Does Firing a CEO Pay Off?

By George Alexandridis, John A. Doukas and Christos Mavis June 14, 2018 by renholding

The chief executive officer (CEO) and the top management team are typically viewed as critical to the success or failure of companies. As it is not uncommon for top executives to make value-destroying decisions, the role of internal control mechanisms, …

Davis Polk Discusses Largest U.S. Antitrust Divestiture in Bayer-Monsanto Deal

By Arthur J. Burke, Ronan P. Harty, Jon Leibowitz, Howard Shelanski and Jesse Solomon June 13, 2018 by renholding

On May 29, 2018, the Department of Justice announced the largest-ever antitrust divestiture in the U.S. in connection with Bayer’s takeover of Monsanto.  In addition to being newsworthy in light of its sheer size (at approximately $9 billion), the remedy …

Mergers and the Market for Busy Directors: A Global Analysis

By Stephen Ferris, Narayanan Jayaraman and Min-Yu (Stella) Liao June 12, 2018 by renholding

The issue of directors serving on multiple corporate boards has come under increasing scrutiny from both academicians and practitioners. There are two types of arguments associated with the conflicting evidence of how multiple directorships affect firm value and performance. The …

Paul Weiss Offers M&A at a Glance for April 2018

By Matthew W. Abbott, Scott A. Barshay, Angelo Bonvino, Ariel J. Deckelbaum, Jeffrey D. Marell and Taurie M. Zeitzer May 31, 2018 by renholding

M&A activity in April 2018, as measured by number of deals, dipped from March 2018 levels in the U.S. and globally across every metric.  The total number of deals decreased by 15.2% to 669 in the U.S. and 9.7% to …

Are Directors Holding Multiple Board Seats Too Busy or Well-Connected?

By Anna Bergman Brown, Jing Dai and Emanuel Zur May 24, 2018 by renholding

Directors frequently hold multiple board seats, simultaneously lending their expertise to the boards of multiple firms. Director “busyness” is often thought to be detrimental to firm performance, as it leaves directors with insufficient time to devote to their duties at …

Feedback Effect of Disclosure Spillovers

By Jinhwan Kim, Rodrigo S. Verdi and Benjamin Yost May 18, 2018 by renholding

Prior research has documented the existence of disclosure externalities, or information spillovers, between firms in a number of different settings. The idea is that when two firms are economically related, public disclosures by one firm can affect the stock price …

How Enforcement Quality Affects the Use of M&A Earnouts

By Luca Viarengo, Stefano Gatti and Annalisa Prencipe May 2, 2018 by renholding

In mergers and acquisitions (M&A), one of the trickiest tasks is assessing the value of the company to be purchased or sold. While in some cases buyers and sellers come easily to an agreement, in others the information asymmetry between …

Hedge Funds’ Short-Term Thinking: Does It Matter for Merger Payments?

By Ning Gao, Olga Kolokolova and Achim Mattes April 24, 2018 by renholding

In 2010, Roger Carr, then-chairman of British confectionery Cadbury, waged a grueling five-month battle before losing control of the company to Kraft Foods.  “At the end of the day,” he said, “there were simply not enough shareholders prepared to take …

Paul Weiss Offers M&A at a Glance for March 2018

By Matthew W. Abbott, Scott A. Barshay, Angelo Bonvino, Ariel J. Deckelbaum, Jeffrey D. Marell and Taurie M. Zeitzer April 20, 2018 by renholding

M&A activity gained momentum in March 2018, capping the strongest opening quarter in the history of this publication. In the U.S., deal volume returned to January levels, increasing by 109.6% to $174.10 billion, and the number of deals increased by …

How the Delaware Supreme Court May Help Michael Dell in his VMware Raid

By Matthew Schoenfeld April 10, 2018 by renholding

VMware’s shareholders enjoyed gains of nearly 60 percent in 2017 as the company positioned itself as an appealing play on cloud computing with substantial growth potential and partnerships with industry leaders like Amazon Web Services. Indeed, in its most recent …

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Columbia Law School to Hold 2018 M&A and Corporate Governance Conference in New York City

By Reynolds Holding April 9, 2018 by renholding

On April 20, 2018, Columbia Law School will hold its 2018 Mergers & Acquisitions and Corporate Governance Conference at Convene in midtown Manhattan. The event is co-sponsored by the law firms Gibson, Dunn & Crutcher and Wachtell, Lipton, Rosen & …

Davis Polk Discusses the Impact of European Data Protection Regulation on U.S. M&A

By Frank Azzopardi, Leo Borchardt, Avi Gesser, Pritesh Shah, Michelle Ontiveros Gross and Daniel F. Forester April 5, 2018 by renholding

The winds of change will shortly sweep across the data privacy landscape in the European Union (“E.U.”) and the gale will be felt worldwide.  The European General Data Protection Regulation (“GDPR”) will come into force on …

Davis Polk Discusses Greater Risk of Scrutiny for More UK Deals

By Nicholas Spearing, Devin Anderson and Matthew Yeowart March 27, 2018 by Carly Goeman

The UK’s Competition and Markets Authority (CMA) has announced proposals to tighten its jurisdiction over mergers in the military, quantum technology and computing hardware industries. The changes, which are subject to a consultation period through April 12, 2018, would lower …

Paul Weiss Offers M&A at a Glance for February 2018

By Matthew W. Abbott, Scott A. Barshay, Angelo Bonvino, Ariel J. Deckelbaum, Jeffrey D. Marell and Taurie M. Zeitzer March 20, 2018 by renholding

Despite an increase in M&A activity over the past three months, deal trends in February 2018 retreated towards their 12-month averages, following banner months in November and December, both of which featured some of the largest deals we have seen …

How Property Rights Contributed to the Evolution of Takeover Auctions

By Tingting Liu, J. Harold Mulherin and William O. Brown March 7, 2018 by renholding

Ronald Coase (1959, 1960)[1] [2] insightfully noted that with well-defined property rights, resources flow to their highest-valued use. In a recent paper, we apply this view of property rights to the corporate takeover market in the United States. Observers …

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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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Cleary M&A Watch
Court Blocks California Climate Rules
November 25, 2025
Dealbook
Fed, Big Tech Lift Investors’ Spirits
November 25, 2025
Wall Street Journal
Four Apple Executives Are Top Contenders to Succeed CEO Tim Cook
November 25, 2025
Reuters
Alphabet Nears $4 Trillion Market Value
November 25, 2025
Bloomberg
Hassett Emerges as Fed Frontrunner
November 25, 2025
Wall Street Journal
U.S. to Skip Publication of Initial Third-Quarter GDP Estimate
November 24, 2025
Bloomberg
Comey, James Charges Dismissed
November 24, 2025
Freshfields' A Fresh Take
OFAC Sanctions Colombia’s President
November 24, 2025
Cooley Securities Regulation
SEC Chair Offers Vision for Crypto Regs
November 24, 2025
Corporate & Securities Law Blog
Delaware Courts Limit Noncompete Enforcement in Incentive Plans
November 24, 2025
Dealbook
UK Daily Mail Owner to Buy Telegraph
November 23, 2025
Corporate Governance
SEC Posts First “Reasonable Basis” Notice for Pending No-Action Request
November 23, 2025
Cleary Enforcement Watch
SEC 2026 Exam Priorities Change Little
November 23, 2025
Financial Times
Make Insider Trading Thing of the Past
November 23, 2025
Delaware Corporate & Commercial Litigation Blog
Delaware Chancery Levies Fees for Lack of Candor Causing Discovery Abuses
November 23, 2025
Bloomberg
Trump Plans Offshore Drilling Expansion
November 20, 2025
New York Times
Yen for Low Prices Boosts Walmart Sales
November 20, 2025
Freshfields' A Fresh Take
BIS Suspends “Affiliates Rule” on Exports
November 20, 2025
The Governance Beat
Ninth Circuit Temporarily Freezes California Climate Reporting
November 20, 2025
Sidley Enhanced Scrutiny
Delaware Chancery Limits Personal Jurisdiction in Crypto Theft Case
November 20, 2025
Bloomberg
Nvidia’s Huang Dismisses Bubble Fears
November 19, 2025
Reuters
Trump Mulls Preempting State AI Laws
November 19, 2025
Wall Street Journal
October Jobs Data Not Forthcoming
November 19, 2025
New York Times
Saudi Arabia Backs Elon Musk’s xAI
November 19, 2025
Brookings
Merge CFTC, SEC to Regulate Digital
November 19, 2025
Cleary M&A Watch
The Latest on No-Action Letter Changes
November 18, 2025
Wall Street Journal
Meta Defeats FTC Antitrust Case
November 18, 2025
Bloomberg
Elliott Wins CEO Change at Rexford
November 18, 2025
D&O Diary
SEC Enforcement Actions Decline
November 18, 2025
Reuters
SEC Eases 2026 Crypto Sector Exams
November 18, 2025
Wall Street Journal
Firm Layoff Tactics Keep Changing
November 17, 2025
New York Times
Crypto Flooded With Dirty Billions
November 17, 2025
The Governance Beat
SEC Exits Investor Proposal Processing
November 17, 2025
Delaware Corporate & Commercial Litigation Blog
Chancery Rules Bank Directors Face Liability for Illegal Overdraft Issue
November 17, 2025
Business Law Prof Blog
The Latest on Delaware Corporate Exits
November 17, 2025
Bloomberg
Zero-Day Options Limit Stock Rallies
November 16, 2025
Securities and Exchange Commission
Deputy Enforcement Chief Exits SEC
November 16, 2025
Securities Regulation and Corporate Governance Monitor
SEC Registration Tips Post-Shutdown
November 16, 2025
Deal Lawyers.com
Coinbase DExits to Pro-Crypto Texas
November 16, 2025
Business Law Prof Blog
How Trump Can Hurt Proxy Advisers
November 16, 2025
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
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  • PubCo @ Cooley
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  • Sidley Enhanced Scrutiny Blog
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