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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

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 …

Skadden Discusses Novel Theories Emerging in Merger Enforcement

By Maria Raptis, Ingrid Vandenborre, Thorsten C. Goetz and Justine M. Haimi March 6, 2018 by renholding

Antitrust merger enforcement historically has focused on horizontal mergers — consolidation of two firms that compete directly in the same space. This is especially true in the U.S., where antitrust authorities have challenged few vertical mergers — those of a …

Morrison & Foerster Discusses Delaware Chancery Ruling in Aruba Appraisal Case

By Michael G. O'Bryan and James J. Beha II March 1, 2018 by renholding

In 2015, Hewlett Packard acquired Aruba for a negotiated price of $24.67 per share, or about $2.8 billion. Several stockholders sought appraisal. On February 15, the Delaware Court of Chancery found that, for purposes of appraisal, the fair value of …

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

By Matthew W. Abbott, Scott A. Barshay, Angelo Bonvino, Ariel J. Deckelbaum and Jeffrey D. Marell February 28, 2018 by renholding

In U.S. and global M&A activity for January 2018, total deal volume by dollar value decreased, while the total number of deals increased. In the U.S., deal volume decreased by 29.3% to $170.57 billion, while the number of deals increased …

Cleary Discusses 2017 Developments in Securities and M&A Litigation

By Jared Gerber, Abena Mainoo, Amanda Ravich, Vanessa C. Richardson and Gregory N. Wolfe February 20, 2018 by charlesbluesky

The trend of increased securities class action filings in federal courts continued from 2016 to 2017.[1] Federal court filings of class actions related to M&A transactions again contributed to the increase.[2] Foreign issuers remained frequent targets of federal …

How Changes in the Likelihood of Shareholder Litigation Affect M&A Decisions

By Chune Young Chung, Incheol Kim and Monika K. Rabarison February 1, 2018 by renholding

Evidence shows shareholders’ wealth is protected from self-serving managers, who are often motivated to divert corporate resources, by both internal and external corporate governance mechanisms (Jensen and Meckling, 1976; Fama, 1980; Fama and Jensen, 1983). However, due to high monitoring …

Using the M&A Market to Study Innovation Problems

By Matthew Jennejohn January 30, 2018 by renholding

In an economic environment where technological disruption and regulatory upheaval are the norm, understanding innovation processes is essential to aggregate economic growth and individual companies’ survival.  As a result, how innovations are produced in a wide range of markets …

Paul Weiss Offers M&A at a Glance for 2017

By Matthew W. Abbott, Scott A. Barshay, Angelo Bonvino, Ariel J. Deckelbaum and Jeffrey D. Marell January 25, 2018 by renholding

2017 was an active year for M&A, though year-end results generally declined relative to 2016. Global deal volume for the year was $3.57 trillion and U.S. deal volume was $1.48 trillion (down 3.2% and 10.5%, respectively, from 2016). Sponsor-related deal …

Wachtell Lipton Looks at Acquisition Financing in 2017 and the Year Ahead

By Eric M. Rosof, Gregory E. Pessin, Michael S. Benn, Tijana J. Dvornic and John R. Sobolewski January 17, 2018 by renholding

The credit bull market charged through 2017, with many terrific outcomes for opportunistic borrowers. But even in the best of times, borrowers and their advisors should remain nimble and thoughtful, and 2018 brings much to consider, including the impact on …

The Costs of M&A Antitrust Review and Acquirer Lobbying

By Jana P. Fidrmuc, Peter Roosenboom and Eden Quxian Zhang January 10, 2018 by renholding

The process of determining whether big mergers comply with antitrust laws is careful and intensive. The Federal Trade Commission and the Department of Justice reported that in 2011 they examined in detail 40 percent, and initiated second request investigations in …

Wachtell Offers 2018 Checklist for Cross-Border M&A Involving U.S. Targets

By Adam O. Emmerich and Robin Panovka January 10, 2018 by renholding

Global M&A accelerated in the fourth quarter of 2017, driven in part by tech expansion and strong economies in several key markets, and there are many signals pointing to a continued strong pace of transactions, including in the U.S. Overall …

How Dual-Class Share Structures Create Agency Costs

By Kirby Smith January 5, 2018 by renholding

A number of companies have recently gone public with dual-class share structures, allowing founders to retain control. Most of these companies’ articles of incorporation contain a provision that requires any merger consideration to be distributed pro rata among all shareholders. …

The Value of Unicorns and “Worthless” Companies Explained

By J.B. Heaton January 2, 2018 by renholding

In a new paper, “Worthless Companies,” I explain how companies with worthless assets can have substantial equity value on efficient markets and debt that trades near par, so long as an irrational bidder may acquire the company.

Consider a firm …

Appraisal Apprisal: Dell v. Magnetar

By Eric Talley and Jeffrey Gordon December 19, 2017 by renholding

On December 14, the Delaware Supreme Court issued its much-anticipated opinion in the appraisal proceeding from the 2013 acquisition of Dell Inc.[1] Along with August’s DFC Global opinion,[2] the court’s pronouncements in Dell will have lasting effects on …

Paul Weiss Offers M&A at a Glance for November 2017

By Matthew W. Abbott, Scott A. Barshay, Angelo Bonvino, Ariel J. Deckelbaum and Jeffrey D. Marell December 19, 2017 by renholding

In U.S. and global M&A activity for November 2017, total deal volume by dollar value increased to a 12-month high, while the total number of deals decreased to a 12-month low. In the U.S., deal volume increased by 179.0% to …

Appraisal Arbitrage and Shareholder Value

By Scott Callahan, Darius Palia and Eric Talley December 14, 2017 by renholding

Post-merger appraisal rights[1] have attracted more than their fair share of controversy in recent years.  When activated, appraisal rights give the shareholders of a Delaware target corporation[2] the option to eschew the consideration of the proposed deal, pursuing …

How Corporate Tax Systems Affect Cross-Border M&A Prices

By Dominik von Hagen and Fabian Nicolas Pönnighaus December 8, 2017 by renholding

There were more than $1 trillion worth of cross-border mergers and acquisitions in 2016, according to the United Nations Conference on Trade and Development, making them a prominent form of foreign direct investment and an important way for multinational entities …

How Foreign Competition Affects Corporate Acquisitions

By Shweta Srinivasan December 1, 2017 by renholding

Following the Great Recession, low interest rates coupled with high levels of cash reserves propelled companies to grow through mergers and acquisitions rather than organically through capital investments. The year 2015 saw a record number of M&A deals totaling $4.9 …

Paul Weiss Offers M&A at a Glance for October 2017

By Matthew W. Abbott, Scott A. Barshay, Angelo Bonvino, Ariel J. Deckelbaum and Jeffrey D. Marell November 28, 2017 by renholding

In U.S. and global M&A activity for October 2017, deal volume increased by total dollar value, while the total number of deals decreased in some cases to or nearing 12-month lows. In the U.S., deal volume increased by 23.4% to …

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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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  • Harvard Law School Forum on Corporate Governance
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  • Securities Docket
  • Sidley Enhanced Scrutiny Blog
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