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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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M&A

Sullivan & Cromwell Discusses How FCPA Enforcement Will Affect M&A

By Nicolas Bourtin, Theodore Edelman, Sergio Galvis, Aisling O’Shea and Nathaniel Green August 6, 2018 by renholding

During a speech delivered on July 25, 2018 at the American Conference Institute 9th Global Forum on Anti-Corruption Compliance in High Risk Markets, Deputy Assistant Attorney General Matthew Miner, who oversees the U.S. Department of Justice’s (“DOJ”) Fraud Section …

Latham & Watkins Discusses U.S. Inversion Regulations After New Tax Law

By Nicholas J. DeNovio, Laurence J. Stein, Sean M. FitzGerald and Jared W. Grimley August 2, 2018 by renholding

On July 11, 2018, the US Department of the Treasury (Treasury) and the Internal Revenue Service (the IRS) issued final regulations (the Regulations) continuing efforts aimed at curbing cross-border corporate expatriation transactions — commonly referred to as inversions — and …

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 …

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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
Google Shakes Up Its AI Leadership
August 5, 2026
Freshfields' A Fresh Take
DOJ Declination Telling About Priorities
August 5, 2026
Financial Times
JPMorgan Poaches BofA M&A Banker
August 5, 2026
D&O Diary
AI-Related Class Actions Piling Up
August 5, 2026
Delaware Corporate & Commercial Litigation Blog
Delaware Offers Faster Corporate Filings Services Than Texas
August 5, 2026
Wall Street Journal
Paramount-Warner Antitrust Trial Set
August 4, 2026
Reuters
Amazon Loses Court Ban on Perplexity’s AI Shopping Tools
August 4, 2026
Financial Times
Todd Blanche Poised to Become AG
August 4, 2026
Delaware Corporate & Commercial Litigation Blog
Delaware Chancery Awards Fees for Pre-Litigation Errant Conduct
August 4, 2026
Deal Lawyers.com
Delaware Chancery Reminds Drafters M&A Recitals Aren’t Binding
August 4, 2026
Bloomberg
Trump Slams Big Oil’s Big Profits
August 3, 2026
Delaware Business Litigation Report
Delaware Court Sustains Implied Covenant Claim in Earnout Dispute
August 3, 2026
Financial Times
UBS Money Laundering Rules Lax
August 3, 2026
D&O Diary
Dropbox DExit Draws Shareholder Suit
August 3, 2026
Securities Regulation and Corporate Governance Monitor
Chancery Rules Safe Harbor Shields Public Benefit Corp. Directors
August 3, 2026
Bloomberg
Trump’s Arctic Mining Deal Signals a New Era of State Capitalism
August 2, 2026
D&O Diary
Geopolitical Issues Spur Securities Suit
August 2, 2026
Financial Times
How Gibson Dunn Raided Wachtell
August 2, 2026
Freshfields' A Fresh Take
More Evidence That SPACs Are Back
August 2, 2026
Business Law Prof Blog
How IPO Trends Look Midyear
August 2, 2026
Wall Street Journal
U.S. Weighs Foreign-Student Work Fee
July 30, 2026
New York Times
U.S. Economy Slows as Inflation Bites
July 30, 2026
Freshfields' A Fresh Take
Congress Mulls Cloud Export Controls
July 30, 2026
Financial Times
Europe Balks at $20 Bln Fifa Stake Sale
July 30, 2026
D&O Diary
AI-Related Securities Suit Hits Israeli Web Development Platform
July 30, 2026
Reuters
BAT Must Face Cigarette Label Suit
July 29, 2026
Delaware Corporate & Commercial Litigation Blog
Chancery Invalidates Officer-Manager Removal in the LLC Context
July 29, 2026
Financial Times
Former Goldman Exec Awarded Millions After Paternity Leave “Stigma”
July 29, 2026
Sidley Enhanced Scrutiny
Chancery Nixes Control-Group Claim
July 29, 2026
D&O Diary
Private Credit Fee Suits Pile Up
July 29, 2026
Bloomberg
Warner Bros. Deal Collapse Would Cost the Ellisons $9.8 Billion
July 28, 2026
Delaware Business Litigation Report
Delaware Chancery Nixes Adding Claims Three Business Days Before Trial
July 28, 2026
Freshfields' A Fresh Take
FCPA Case Stresses Mexican Cartels
July 28, 2026
Financial Times
Gibson Dunn Nabs Wachtell Co-Chair
July 28, 2026
D&O Diary
Delaware Mulls “AI Companies”
July 28, 2026
Wall Street Journal
Ford Joins Race for U.S. Army Truck
July 27, 2026
Financial Times
Trump Threatens EU tariffs in Retaliation for U.S. Tech Group Fines
July 27, 2026
D&O Diary
Pump-and-Dump Securities Suit Ups Market Manipulation Litigation Trend
July 27, 2026
Delaware Corporate & Commercial Litigation Blog
Chancery Nixes Prevention Doctrine Argument in Contract Breach Analysis
July 27, 2026
Cleary Antitrust Watch
EU Foreign Subsidies Regs Picking Up More Transactions Than Expected
July 27, 2026
Wall Street Journal
Sazerac Wants Another Shot at Jack Daniel’s Maker Brown-Forman
July 26, 2026
Delaware Business Litigation Report
Delaware Supreme Court Addresses Corporate Benefit from Tesla Director Compensation Settlement
July 26, 2026
D&O Diary
Securities Suit Filings, Settlement Numbers Rise in First Half 2026
July 26, 2026
Delaware Corporate & Commercial Litigation Blog
Delaware Chancery Addresses AI Hallucinations in Court Filings
July 26, 2026
Corporate & Securities Law Blog
Nasdaq OKs $5 Million Market Value Continued Listing Rule
July 26, 2026
Wall Street Journal
DOJ Asks Less, Speeds Deal Reviews
July 23, 2026
Cleary Securities Watch
SEC Offers E-Delivery as New Default for Proxies, Other Disclosures
July 23, 2026
CNBC
NJ Deli Fraudster Gets 21 Months
July 23, 2026
Delaware Corporate & Commercial Litigation Blog
Chancery Dives Deep Doctrinally Into Voidable v. Void Corporate Acts
July 23, 2026
WTW Blog
Reps and Warranties Insurers Zero In on Condition of Assets Risks
July 23, 2026
Bloomberg
EU Tentatively OKs Paramount-Warner
July 22, 2026
Wall Street Journal
Coinbase Sues, SEC Settles
July 22, 2026
Axios
Lawmaker Seeks SEC Probe of Truth Social’s Data-Access Monetizing
July 22, 2026
Law.com
Semi-Annual Reporting Hits a Wall
July 22, 2026
ABA Business Law Today
M&A Further Assurances Clauses May Be Stronger Than You Think
July 22, 2026
Wall Street Journal
Chinese AI Models Alarm U.S. Execs
July 21, 2026
Reuters
Boeing Asks U.S. to Intervene over Record EU Loan to Airbus
July 21, 2026
Bloomberg
Canada Defies Trump, Keeps Alcohol Ban
July 21, 2026
Freshfields' A Fresh Take
NJ Issues New Data Privacy Rules
July 21, 2026
Financial Times
Trump Prepares Fresh Tariff Barrage
July 21, 2026
Bloomberg
Judge Pauses Paramount-Warner Deal
July 20, 2026
Dealbook
U.S. AI Giants Face Fresh Tests
July 20, 2026
Financial Times
“Synthetic Insider” Attacks Raise Stakes for Corporate Cyber Defense
July 20, 2026
D&O Diary
Crypto D&O Risk Is Evolving
July 20, 2026
Delaware Corporate & Commercial Litigation Blog
Chancery Imposes Contempt Penalties for Non-Compliance With Injunction
July 20, 2026
Wall Street Journal
DOJ Pulls Back From Corporate Crime
July 19, 2026
Reuters
Apple Topples Nvidia as Most Valuable
July 19, 2026
Cleary Securities Watch
SEC Issues Guidance on Activist Fund Disclosure Under Schedule 13D, 14A
July 19, 2026
D&O Diary
Semi-Annual Reporting Gets Panned
July 19, 2026
Business Law Prof Blog
Trump Breaks Insider Trading Ground
July 19, 2026
Bloomberg
Honda to Halt Last U.S. EV Sales
July 16, 2026
Dealbook
Anthropic Inches Toward Mega-IPO
July 16, 2026
The Governance Beat
SEC Seeks Record Rulemakings
July 16, 2026
Financial Times
Chevron, Iraq Seek Hormuz Bypass
July 16, 2026
Federal Trade Commission
HSR Filing Failure Brings Record Fine
July 16, 2026
Wall Street Journal
Wall Street Firms to Tokenize Stocks
July 15, 2026
Delaware Business Litigation Report
Delaware Chancery Dismisses Fiduciary Duty and Veil-Piercing Claims
July 15, 2026
Dealbook
Is IBM a Canary in Tech Coalmine?
July 15, 2026
Financial Times
Stripe, Advent Bid $53 Billion for PayPal
July 15, 2026
Sidley Enhanced Scrutiny
Delaware Chancery Clarifies Which Law Governs Inspection Rights
July 15, 2026
Wall Street Journal
Scotus Justices Testify to Congress
July 14, 2026
Bloomberg
UK May Make Firms Publish Salaries
July 14, 2026
New York Times
U.S. Workers at Most Productive Ever
July 14, 2026
Freshfields' A Fresh Take
FTC John Deere Settlement Signals Scrutiny of Aftermarket Repair Limits
July 14, 2026
Financial Times
Banks Thriving on Stock-Trading Boom
July 14, 2026
New York Times
States Sue to Block Paramount-Warner
July 13, 2026
The Governance Beat
Pharma Firms Ready to Go Semi-Annual
July 13, 2026
Financial Times
Suit Over Tylenol-Autism Link Revived
July 13, 2026
D&O Diary
AI-Related Securities Suits Evolving
July 13, 2026
Sidley Enhanced Scrutiny
Delaware Chancery Draws a Line on Release Conditions in M&A
July 13, 2026
Bloomberg
Trump Embraces Australian Retirement System Backed by Larry Fink
July 12, 2026
Delaware Business Litigation Report
Delaware Supreme Court Clarifies Distinction Between Void and Voidable
July 12, 2026
Freshfields' A Fresh Take
Federal Regulators Propose New Rules for Payment Stablecoin Issuers
July 12, 2026
Financial Times
Big Tech to Face Big EU Fines for Consumer Protection Failures
July 12, 2026
Business Law Prof Blog
How Comment Letters Stack Up on SEC Semi-Annual Reporting Rule
July 12, 2026
Wall Street Journal
Netflix Exploring Live TV, Bundles
July 9, 2026
Bloomberg
Goldman Bans Staff From Prediction-Market Bets on Finance, War
July 9, 2026
Cleary Securities Watch
SEC Issues 2026 Rulemaking Agenda
July 9, 2026
Securities Regulation and Corporate Governance Monitor
SEC Guidance on Activism, Tender Offers, Proxy Matters, Crowdfunding
July 9, 2026
Business Law Prof Blog
The Latest on Reincorporations
July 9, 2026
Bloomberg
Supreme Court’s Originalism Is Dead
July 8, 2026
Wall Street Journal
Why Smucker’s Bet on Twinkie Flopped
July 8, 2026
Delaware Business Litigation Report
Chancery Applies “Heightened” Presumption of Director Independence
July 8, 2026
New York Times
Lawyer William D. Zabel Dies
July 8, 2026
D&O Diary
New Lawsuit Suggests Evolution in Cross-Border Securities Fraud
July 8, 2026
Wall Street Journal
U.S. Revokes Iranian Oil-Sales Waiver
July 7, 2026
Bloomberg
Fed Proposes Changes to Anti-Money Laundering Rules for Banks
July 7, 2026
D&O Diary
Private Credit Firm Sued Over Excessive Payment-in-Kind Fee
July 7, 2026
Sidley Enhanced Scrutiny
Chancery Rules Indemnification Can Fix Bad Purchase-Price Adjustment
July 7, 2026
Delaware Corporate & Commercial Litigation Blog
Delaware Chancery Clarifies Implied Covenant of Good Faith and Fair Dealing
July 7, 2026
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  • Business Law Prof Blog
  • Corporate & Securities Law Blog
  • DealLawyers
  • Delaware Corporate and Commercial Litigation Blog
  • Gibson Dunn Securities Regulation and Corporate Governance Monitor
  • Harvard Law School Forum on Corporate Governance
  • How Appealing
  • PubCo @ Cooley
  • Securities Docket
  • Sidley Enhanced Scrutiny Blog
  • The D&O Diary
  • Truth on the Market
  • White Collar Crime Prof Blog
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