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  • John C. Coffee, Jr.: Event Contracts and Prediction Markets Comment bubble 3 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

The CLS Blue Lion logo Sky Blog

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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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How Taxes on Managers Affect Corporate Risk-Taking

By Christopher S. Armstrong, Stephen Glaeser, Sterling Huang and Daniel Taylor December 4, 2017 by renholding

Fiscal policy—and taxation in particular—is one of the most important tools that policymakers can use to influence the economy. While the effect of corporate taxes on managers’ corporate investment decisions has been extensively studied, little is known about the effect …

How Institutional Investors’ Ownership Concentration Affects Corporate Governance

By Patrick Jahnke September 22, 2017 by renholding

Over the past few decades, the ownership of public corporations has been turned on its head. While private individuals owned approximately two-thirds of U.S. equities in 1970, today it is institutional investors like Blackrock, Vanguard, and State Street that control …

PwC Discusses Fed’s New Board Expectations Guidance

By Dan Ryan, Julien Courbe, Adam Gilbert, Mike Alix and Roberto Rodriguez September 1, 2017 by renholding

On August 3, the Federal Reserve (Fed) proposed for comment supervisory guidance for boards
of directors of Fed-supervised institutions1 (i.e., Board Effectiveness (BE) guidance). The proposed BE guidance is the result of a multi-year review by the Fed of …

How Financial Constraints Affect Stock-Price Crash Risk

By Guanming He and Helen Mengbing Ren August 30, 2017 by renholding

Financial crises and corporate scandals like those involving Enron, Worldcom, or Fannie Mae have triggered increased academic research into the probability of stock price crashes. Stock price crashes have a material impact on investor welfare, and so are of interest …

Law and Corporate Governance

By Robert Bartlett and Eric Talley August 14, 2017 by renholding

Few research topics over the last two decades have proven as alluring and elusive as corporate governance.  Its allure is self-evident: Since the turn of the 21st century, a growing number of pundits, commentators, and scholars have argued that high …

The Monitoring Role of the Media: Evidence from Earnings Management

By Yangyang Chen, C.S. Agnes Cheng, Shuo Li and Jingran Zhao May 26, 2017 by renholding

The news media are an important source of information for the U.S. capital markets, especially when drawing attention to questionable behavior of corporate executives. Coverage can, however, pressure companies into making dubious financial decisions like emphasizing short-term earnings over long-term …

The Board, the General Counsel, and the Risk-Insensitive Executive

By Michael W. Peregrine May 12, 2017 by renholding

A significant emerging governance issue is how best to monitor – and influence – the management style of senior executives who by nature are insensitive to the risks of their initiatives. As recent controversies across multiple industry sectors confirm, such …

The Public Cost of Private Equity

By William Magnuson May 11, 2017 by renholding

Few areas of business stir up more controversy than private equity.  Critics slam private equity firms for destroying companies by layering on debt, firing employees, and cutting costs at every opportunity.   Proponents, on the other hand, respond that any changes …

How Proxy Contests Affect Corporate Policy

By Jian Huang and Gokhan Torna April 21, 2017 by renholding

Activist investors that believe an agency problem exists between shareholders and management may attempt a proxy contest aimed at specific issues or control of the board.  Research shows that, in anticipation of a proxy contest, managers make significant adjustments in …

Weak Corporate Culture Creates Risk of Inaccurate Financial Reporting

By Yuan Ji, Oded Rozenbaum and Kyle Welch April 19, 2017 by renholding

After almost every major financial-reporting scandal, news stories and congressional speeches inevitably follow, detailing how corporate culture encouraged and enabled fraud. For example, in September 2016, Wells Fargo CEO John Stumpf testified before the House Financial Services Committee regarding the

…

The Separation of Corporate Law and Social Welfare

By William W. Bratton March 29, 2017 by renholding

A recent essay of mine reflects on the proposition that corporate law should concern itself with social welfare, taking a historical approach.  The essay begins with the quarter century after World War II, when corporate legal theory pursued an institutional …

The Unethical Leader: Who Follows?

By Eric N. Johnson, Linda Kidwell, D. Jordan Lowe and Philip Reckers March 28, 2017 by renholding

When high-profile cases of fraud make the news, we often focus our attention on the CEO or other C-suite executives, asking what signs were missed and how we might better anticipate who might commit fraud. Academics have researched the characteristics …

PwC Discusses How Financial Institutions Can Bolster Defenses Against Risk

By Dan Ryan, Mike Alix, Armen Meyer and Adam Gilbert March 24, 2017 by renholding

Many financial institutions1 have implemented the three Lines of Defense (LoD) model to help define their risk management frameworks and bolster supervisors’ (e.g., desk heads and senior traders) abilities to monitor risk.2 However, as frameworks for managing financial …

How Board Evaluations Fall Short

By Taylor Griffin, David Larcker, Stephen A. Miles and Brian Tayan March 22, 2017 by renholding

The New York Stock Exchange requires that the board of each publicly traded corporation “conduct a self-evaluation at least annually to determine whether it and its committees are functioning effectively.” The purpose of this exercise is to ensure that boards …

2 Comments  

How Impact Investing Threatens Corporate Governance

By Andrzej Rapaczynski March 9, 2017 by renholding

There is a certain immediate attractiveness associated with the idea of impact investing. The objectives of many impact investors are in some ways similar to those of many critics of capitalist societies: both groups want to contribute to the achievement …

1 Comment  

Shearman & Sterling Discusses the Cleansing Effect of Stockholder Ratification

By Clare O'Brien and Aselle Kurmanova March 7, 2017 by renholding

It has long been a policy of corporate law1 that the informed business decisions of independent and disinterested directors are protected by the presumption of the business judgment rule.2  Courts are reluctant to second-guess decisions that are made …

Cleary Gottlieb Offers Advice on Responding to a Social Media Attack

By Arthur Kohn, Pamela Marcogliese, Laurent Alpert and Mai Li March 3, 2017 by renholding

President Trump has repeatedly used his Twitter account to single out companies for criticism of their business practices, raising the question for a broad range of public companies of how to prepare for and potentially respond to such criticism.  Of …

Do Creditors Actively Influence Corporate Tax Planning?

By Chi Wan and Yijia Zhao March 2, 2017 by renholding

In our recent paper, we provide strong empirical evidence that banks play an active role in shaping borrowers’ tax planning. Our evidence is drawn from a comprehensive analysis of the impact of debt covenant violations on corporate tax avoidance.

Covenants …

Operating Risk and the Rights of Lenders to Control It

By Stephen Karolyi and John Sedunov February 16, 2017 by renholding

Operating risk is a major concern for firm management and stakeholders. Stark examples of losses due to corporate operations include BP’s $17.2 billion loss in June 2010 following the Deepwater Horizon incident (Wong and Yousuf, 2010) and Freeport-McMoRan’s $13.9 billion …

Wachtell Lipton Shines a Spotlight on Boards for 2017

By Martin Lipton and Sabastian V. Niles January 27, 2017 by renholding

This past year witnessed a number of new corporate governance initiatives. Among the most significant:

  • BlackRock, State Street and Vanguard each issued strong statements supporting long-term investment, criticizing the short-termism afflicting corporate behavior and the national economy and rejecting financial
…
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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
Bloomberg Pays for Faster Trump Posts
October 28, 2026
Dealbook
Biden Trustbusters Start AI Legal Biz
October 28, 2026
Financial Times
Weil Gotshal Leaders Say Dissolve Firm
October 28, 2026
Cleary Securities Watch
SEC Flags Group Formation and “Passive Investor” Status Risks
October 28, 2026
Sidley Enhanced Scrutiny
Delaware Chancery Says Privilege Protects Lawyer Internal Brainstorming
October 28, 2026
Deal Lawyers.com
Delaware Supremes OKs Verisk Ruling
October 28, 2026
Delaware Business Litigation Report
No Personal Jurisdiction from Omitting Delaware Secretary of State Filing
October 27, 2026
Dealbook
GM Will Move Stock to Nasdaq
October 27, 2026
The Governance Beat
SEC, Nasdaq Issue Tokenization FAQs
October 27, 2026
Financial Times
Weil Gotshal May Mull Wind-Down
October 27, 2026
D&O Diary
Private Credit Scrutiny Fuels Claims
October 27, 2026
Delaware Business Litigation Report
Chancery OKs Fiduciary Breach Charges from Tech Startup Collapse
October 26, 2026
New York Times
7 Numbers Explain Anthropic Business
October 26, 2026
Freshfields' A Fresh Take
Treasury Proposes COINS Act Rule
October 26, 2026
The Governance Beat
ISS and Glass Lewis Announce Plans for Global Voting Policies
October 26, 2026
Financial Times
Ex-FBI Chief Comey Charged With National-Defense Information Leak
October 26, 2026
Wall Street Journal
Audi to Build First U.S. Factory
October 25, 2026
New York Times
CEOs, Workers Differ on AI Outlook
October 25, 2026
D&O Diary
How to Interpret $25bn Meta Judgment
October 25, 2026
Sidley Enhanced Scrutiny
How to End an Advancement Obligation
October 25, 2026
Business Law Prof Blog
How Should DGCL 144 Safe Harbor Apply to Conflicted Controller Deals?
October 25, 2026
Reuters
Musk Talk Imperils SpaceX-Tesla Deal
October 22, 2026
Bloomberg
Live Nation Empire Risks a Breakup
October 22, 2026
New York Times
Barclays to Cut 5,000 Jobs in AI Push
October 22, 2026
Cleary M&A Watch
SEC Staff Streamlines Form S-8, Rule 701, and Section 16 Guidance
October 22, 2026
D&O Diary
AI-Related Securities Suit Filings Surge
October 22, 2026
Financial Times
CVC Explores Bid for Verisure
October 21, 2026
New York Times
U.S. to Tap Heating Oil Reserves
October 21, 2026
Wall Street Journal
Meta Ordered to Pay New Mexico $25 Billion in Data-Privacy Case
October 21, 2026
Bloomberg
Meta Offers Zuckerberg New Shares to Shield Him from Wealth Tax
October 21, 2026
D&O Diary
Webull Securities Lawsuit Underscores Geopolitical Disclosure Risk
October 21, 2026
Wall Street Journal
Last Boeing 737 MAX Jet Gets OK
October 20, 2026
Freshfields' A Fresh Take
SEC Delivers Equity Pay Relief
October 20, 2026
Financial Times
SpaceX, Tesla Boards Mull Merger
October 20, 2026
D&O Diary
FCA Settlement Highlights Developing Anti-DEI Enforcement Trends
October 20, 2026
Corporate & Securities Law Blog
SEC May Expand “Accredited Investor”
October 20, 2026
Bloomberg
Nscale and Anthropic in Talks Over $45bn Cloud Computing Deal
October 19, 2026
Financial Times
Freshfields Apologizes for Comment on Mideast Sovereign Wealth
October 19, 2026
D&O Diary
Securities Suit Hits BofA Over Anti-Money Laundering Penalties
October 19, 2026
Delaware Corporate & Commercial Litigation Blog
Chancery Declines to Award Remedy for Failure to Maintain Stock Ledger
October 19, 2026
Deal Lawyers.com
Chancery Pauses Cloudflare Recap
October 19, 2026
Dealbook
States Step Up as Antitrust Enforcers
October 18, 2026
Cleary Securities Watch
DOJ Revises FCA Enforcement Rules
October 18, 2026
D&O Diary
AI-Linked Securities Suit Hits Endava
October 18, 2026
Business Law Prof Blog
The Latest on Reincorporations
October 18, 2026
Corporate & Securities Law Blog
Nasdaq Adopts $4.00 Minimum Price Requirement for Initial Listings
October 18, 2026
Bloomberg
Judge Rejects Gemini, CFTC Bid to Undo $5 Million Settlement
October 15, 2026
Wall Street Journal
KFC Moves to Ditch Pepsi for Coke
October 15, 2026
Dealbook
Anthropic Says Revenue Rose 45%
October 15, 2026
The Governance Beat
DOJ Revamps Fraud Enforcement Rules
October 15, 2026
Financial Times
AI, SpaceX Lift Harvard Endowment
October 15, 2026
D&O Diary
Big Corporate Bankruptcies Down
October 15, 2026
Delaware Business Litigation Report
Chancery Declines to Dismiss Aiding, Abetting Claims in Cram-Down Financing
October 14, 2026
Sidley Enhanced Scrutiny
Chancery Clarifies Officer Consent Law
October 14, 2026
D&O Diary
Suits Highlight AI Platform and Data Center Infrastructure D&O Risk
October 14, 2026
Securities Docket
Kalshi Investigates Well-Timed Bets on Trump’s Press Secretary Pick
October 14, 2026
Deal Lawyers.com
Delaware Supremes Affirms Chancery on “Participant” in Proxy Solicitation
October 14, 2026
Reuters
Wall Street Banks See Deals Slow
October 13, 2026
Bloomberg
Fed’s Williams: No Rate Hike Needed
October 13, 2026
Delaware Corporate & Commercial Litigation Blog
Chancery Won’t Name Receiver Where Firm Paid Advancement Late
October 13, 2026
Securities Litigation & Enforcement
Delaware Chancery Warns Advance Notice Bylaws Need to Be Clear
October 13, 2026
Financial Times
FTC Says Skreli Breached Industry Ban
October 13, 2026
Bloomberg
App Bumble Nears $1bn Sale to Ithaca
October 12, 2026
Financial Times
France, Germany Near Car Policy Deal
October 12, 2026
Delaware Corporate & Commercial Litigation Blog
Chancery Nixes Advancement Defense
October 12, 2026
Deal Lawyers.com
SEC Section 21(a) Report Questions Climate Coalition Activity
October 12, 2026
Corporate & Securities Law Blog
Nasdaq Files Proposed Rule Change for Market Value Listing Requirement
October 12, 2026
Wall Street Journal
Trump Backs Dodgy Credit Card Bill
October 11, 2026
Reuters
Nuvacore Funding Implies $2.5bn Value
October 11, 2026
The Governance Beat
SEC Guides on Firm Voting Programs
October 11, 2026
Financial Times
DOJ Probes Networks’ Trump Coverage
October 11, 2026
Sidley Enhanced Scrutiny
Delaware Chancery Rules Accountants Confined to Accounting Decisions
October 11, 2026
Freshfields' A Fresh Take
Sixth Circuit Says State Regulators Can Police Prediction Markets
October 8, 2026
The Governance Beat
ISS’ Benchmark Policy Survey Results
October 8, 2026
Financial Times
Starbucks Explored Chipotle Takeover
October 8, 2026
Deal Lawyers.com
Chancery Opines on Accounting Experts for M&A Price Adjustment
October 8, 2026
Corporate & Securities Law Blog
Third Circuit Revives Fact-Specific Materiality for Securities Fraud Claims
October 8, 2026
Wall Street Journal
Lawmakers Seek Accept-Election Vows
October 7, 2026
Bloomberg
AI Czar to Visit Silicon Valley AI Firms
October 7, 2026
Financial Times
Law Firm Kirkland & Ellis Stops Disclosing Financial Performance
October 7, 2026
D&O Diary
Datavault AI Hit with Market-Manipulation-Related Securities Suit
October 7, 2026
Deal Lawyers.com
Earnouts: Reminders of Ordinary Course Covenant Weren’t Interference
October 7, 2026
Wall Street Journal
Google, Constellation Energy Strike Sweeping Nuclear-Power Deal
October 6, 2026
Dealbook
New Anthropic Challenger Emerges
October 6, 2026
Freshfields' A Fresh Take
FTC Settles Price Discrimination Lawsuit Against Southern Glazer’s
October 6, 2026
D&O Diary
Settlement Values of M&A Suits Drop
October 6, 2026
Deal Lawyers.com
Earnout Denied, Buyer Wins Damages
October 6, 2026
Reuters
New Contracts Help Boeing Turn Page
October 5, 2026
Wall Street Journal
Firms’ AI Outlay Impossible to Budget
October 5, 2026
Bloomberg
Colleges Cut Tuition Bills by $20,000
October 5, 2026
Financial Times
Reflection AI Boosts U.S. Aim to Compete With Chinese “Open” Models
October 5, 2026
D&O Diary
Ryde Hit With New Market Manipulation-Related Securities Lawsuit
October 5, 2026
Dealbook
Investors Bet on Brain-Computer Link
October 4, 2026
Financial Times
Wall Street’s IPO Fervor Cools
October 4, 2026
Deal Lawyers.com
FTC Tweaks HSR Second-Request Rule
October 4, 2026
Corporate & Securities Law Blog
Sixth Circuit Narrows Swap Definition, Nixes Sports-Betting Law Preemption
October 4, 2026
Business Law Prof Blog
What PSLRA Safe Harbor Really Means
October 4, 2026
Bloomberg
GOP Mum on Midterm Affordability
October 1, 2026
Reuters
M&A Deal Rush Fades in 3d Quarter
October 1, 2026
The Governance Beat
Tesla, Goldman Tout Retail Shareholder Voting Instruction Plans
October 1, 2026
Financial Times
Wachtell Hires Ex-SDNY U.S. Attorney
October 1, 2026
D&O Diary
New Caremark Decision Provides Good News About Bad Faith
October 1, 2026
Wall Street Journal
Walgreens Nears Sale of Britain’s Boots
September 30, 2026
The Governance Beat
BlackRock Issues 2026 Voting Report
September 30, 2026
Sidley Enhanced Scrutiny
Court: FCA’s Qui Tam Constitutional
September 30, 2026
D&O Diary
IPOs Up, SPAC Litigation Persists
September 30, 2026
Deal Lawyers.com
Delaware Supreme Court Backs Indemnity for Post-Closing Misconduct
September 30, 2026
Bloomberg
American, Alaska Air to Share Revenue
September 29, 2026
Wall Street Journal
Trump Defends Light-Touch AI Plan
September 29, 2026
Financial Times
Starbucks Cuts Green Goals, Costs
September 29, 2026
D&O Diary
Alphabet Board Hit with Privacy-Related Follow-On Derivative Suit
September 29, 2026
Deal Lawyers.com
Chancery Interprets “Change of Control” in Purchase Agreement
September 29, 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
The Blue Sky Blog is Sponsored by Columbia Law School's Center on Corporate Governance.
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