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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
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  • 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
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  • Board Committee Charters and ESG Accountability By Lisa M. Fairfax
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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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NASDAQ

How Inclusion Can Repair Corporate Governance

By Afra Afsharipour and Darren Rosenblum July 8, 2026 by renholding

Contrary to the popular narrative, leading firms, supported by overwhelming shareholder majorities, have maintained their commitment to diversity, equity, and inclusion (DEI). The reason is simple—inclusive practices improve corporate governance.

Literature from finance, management, sociology, and psychology illustrates that both …

Comment  

Arnold & Porter Discusses SEC Approval of Nasdaq Proposal to Expand Trading Hours

By Sara Adler and Joel I. Greenberg April 29, 2026 by renholding

On April 10, 2026, and consistent with its previous approval of similar proposals by other national exchanges (24X and NYSE Arca), the SEC approved the Nasdaq Stock Market (Nasdaq) proposal to extend its trading hours for NMS stocks and exchange-traded …

How a Billion Dollar Buy of Tesla Stock Set up a Trillion Dollar Vote

By Vyacheslav (Slava) Fos and Wei Jiang September 25, 2025 by renholding

On September 15, 2025, Elon Musk filed a disclosure with the U.S. Securities and Exchange Commission (SEC) indicating that he had acquired approximately 2.57 million shares of Tesla Inc. in open-market transactions on September 12, at a cost of nearly …

The Cost of Control: Board Structure and Firm Value in Controlled Companies 

By Dain C. Donelson, Jennifer Glenn and Christopher G. Yust May 28, 2025 by renholding

Controlled companies – public firms where an individual, group, or another company holds majority voting power – make up a significant and growing share of the U.S. public market, accounting for over $2.2 trillion in 2019 alone. Despite their scale, …

Skadden Offers a Review of ESG in 2024 and Key Trends for 2025

By Raquel Fox, Marc S. Gerber, Simon Toms, Caroline S. Kim and Justin Lau January 9, 2025 by renholding

ESG: 2024 Sees Greater Implementation in Europe and Increasing Divergence With the US

In this article, we reflect on key trends in ESG over the second half of 2024 and look ahead at trends that may emerge in 2025.

We …

Stock Exchange Rulemaking After the Fifth Circuit’s AFBR Decision

By James Fallows Tierney January 7, 2025 by renholding

Securities law often relies on stock exchanges and other self-regulatory organizations (SROs) to create rules that structure markets. The SEC reviews and must approve these rules if the agency finds they meet certain statutory requirements. SROs file over a thousand

…

Skadden Discusses Fifth Circuit Decision Vacating Nasdaq Board Diversity Rules

By Brian V. Breheny, Raquel Fox, David E. Schwartz, Caroline S. Kim and Sidney E. Morales Parodie December 18, 2024 by renholding

On December 11, 2024, in a 9-8 decision, the United States Court of Appeals for the Fifth Circuit ruled that in approving the Nasdaq Stock Market’s (Nasdaq) board diversity rules (the Rules), the Securities and Exchange Commission (SEC) had …

How Comply-or-Explain Disclosure Regulation Can Improve Corporate Governance and Gender Equality

By Aaron A. Dhir, Sarah Kaplan and Maria Arabella Robles October 8, 2024 by renholding

In 2020, the Nasdaq stock market filed a proposal with the U.S. Securities and Exchange Commission seeking permission to adopt a board diversity-related disclosure requirement for its listed companies. In 2021, the SEC approved the proposal, making Nasdaq the most …

How Board Independence Can Affect Employee Safety and Health

By Lixiong Guo and Zhiyan Wang September 30, 2024 by renholding

Since the 1990s, regulatory reforms worldwide have significantly increased the independence of corporate boards. By 2023, nearly all of the top 50 equity markets had implemented minimum requirements for board or board committee independence. While extensive literature highlights the benefits …

Queers, Closets, and Corporate Governance

By Darren Rosenblum August 21, 2024 by renholding

Over the past couple of decades, we’ve witnessed enormous progress on LGBTQ+ issues. As a result, the closet remains largely off people’s radar – but for the generation of those who occupy corporate leadership positions, it’s very much a live …

Davis Polk Discusses Dodd-Frank Clawback Rules’ Application to Subsidiary Issuers, Guarantors

By Jennifer S. Conway, Kyoko Takahashi Lin, Michael Kaplan, Joseph A. Hall and Ning Chiu February 5, 2024 by renholding

Each subsidiary issuing or guaranteeing a public company’s listed debt securities is itself subject to the clawback rules recently adopted by the NYSE and Nasdaq.

In October 2022, the SEC adopted the final clawback rule mandated by the Dodd-Frank Act …

Debevoise & Plimpton Discusses Fifth Circuit Decision to Uphold Nasdaq Board Diversity Rule

By Matthew E. Kaplan, William D. Regner, Simone S. Hicks, Ashley Yoon and Andrew Hong October 31, 2023 by renholding

On October 18, 2023, the Fifth Circuit, in Alliance for Fair Board Recruitment v. SEC, upheld Nasdaq’s board diversity rule. [1]

The rule, approved by the Securities and Exchange Commission in August 2021, requires Nasdaq-listed companies to disclose board-level …

Do Dual-Class Structures Help Stock Markets Attract Listings?

By Fa Chen October 30, 2023 by renholding

Financial globalization has allowed issuers more freedom to shop among jurisdictions and thus intensified stock market competition. Against this backdrop, the Hong Kong, Singapore, China, and UK stock markets have accepted the dual-class share structure (DCSS). While empirical legal studies …

What NASDAQ Disclosures Reveal About LGBTQ+ Representation and Overall Diversity in the Boardroom

By Fabrice Houdart October 13, 2023 by renholding

A ground-breaking study provides new data about diversity on the boards of directors of 3,031 companies (representing 2,503 U.S. and 528 foreign firms) listed on the NASDAQ stock exchange.

The demographic information in the study is based on voluntary self-identification …

Paul Weiss Discusses SEC’s New Clawback Listing Standards

By Lawrence I. Witdorchic, Jean M. McLoughlin, Cindy Akard, Raphael M. Russo and Christodoulos Kaoutzanis June 14, 2023 by renholding

The SEC has approved the clawback listing standards of the New York Stock Exchange and Nasdaq.  As noted previously, the clawback listing standards will take effect on October 2, 2023, and listed companies will have until December 1, 2023 to …

Debevoise Discusses Super Voting Preferred Stock

By Eric T. Juergens, Maeve O'Connor, Benjamin R. Pedersen, William D. Regner and Thomas Rose April 12, 2023 by renholding

A public company’s certificate of incorporation generally grants the board of directors authority to issue “blank check” preferred stock up to the number authorized in the certificate of incorporation, on terms to be determined by the board. Recently, a number …

Davis Polk Discusses NYSE and Nasdaq Clawback Rule Proposal

By Kyoko Takahashi Lin and Ning Chiu March 2, 2023 by renholding

On February 22, 2023, the New York Stock Exchange and the Nasdaq Stock Market released their respective versions of a proposed rule that implements the SEC’s clawback rule mandated by Section 954 of the Dodd-Frank Act. The SEC’s final rule, …

Olshan Discusses FINRA, Stock Exchange Crack Down on Small-Cap IPO “Ramp and Dump” Schemes

By Spencer G. Feldman November 29, 2022 by renholding

On November 17, 2022, the Financial Industry Regulatory Authority (“FINRA”) issued a special alert to FINRA members concerning the heightened threat of fraud in small capitalization initial public offerings (“IPOs”). At the same time, both the New York Stock Exchange …

The Attack on Nasdaq’s Board Diversity Rule

By Darren Rosenblum, John Livingstone, Anat Alon-Beck and Michal Agmon-Gonnen September 13, 2022 by renholding

The recent pushback by conservative legal groups against equality and diversity on corporate boards has accelerated to new levels in the past few months. The latest example is a challenge to Nasdaq’s board diversity rule, which was approved in August …

Arnold & Porter Discusses Attacks on Board Diversity Initiatives

By Amy Endicott, Teresa L. Johnson, Sean M. SeLegue and Kaitlin Robinson May 5, 2022 by renholding

Nasdaq’s Board Diversity Rule, approved by the Securities and Exchange Commission (SEC) in August 2021, is the subject of an ongoing, high stakes court battle in the United States Court of Appeals for the Fifth Circuit. The attorneys general of …

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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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Dealbook
Paramount Wants States to Shoulder Costs of Warner Deal Delay
August 17, 2026
Delaware Business Litigation Report
Delaware Chancery Finds for Lender in Breach of Contract Claim
August 17, 2026
Financial Times
Troubled Loans Strain Private Credit
August 17, 2026
Cleary Securities Watch
What ISS STOXX Survey Tells Us
August 17, 2026
CFIUS
New Matrix IDs Nat’l Security Risks
August 17, 2026
Bloomberg
Covert Oil Flows Keep Prices Down
August 16, 2026
Financial Times
Security Software Revives BlackBerry
August 16, 2026
D&O Diary
Pump-and-Dump Suits Proliferating
August 16, 2026
Deal Lawyers.com
Chancery Addresses Appraisal After SPAC Underwriter Reorganization
August 16, 2026
Business Law Prof Blog
Delaware Contract Horror Stories
August 16, 2026
Wall Street Journal
The Jobless Boom Has Arrived
August 13, 2026
Bloomberg
Court OKs Pied-a-Terre Tax for Now
August 13, 2026
Financial Times
DOJ Retreats from White Collar Crime, Targets Taxpayer Theft
August 13, 2026
D&O Diary
UK Boards Have AI Blind Spot
August 13, 2026
Deal Lawyers.com
Chancery Denies Motion to Dismiss Due to MFW “Ab Initio” Failure
August 13, 2026
Dealbook
Will Paramount Brinkmanship Work?
August 12, 2026
Freshfields' A Fresh Take
What Does AI Miss in Legal Disputes?
August 12, 2026
The Governance Beat
DOJ Antitrust Eyeing ISS, Glass Lewis?
August 12, 2026
Financial Times
Nelson Peltz Readies Wendy’s Bid
August 12, 2026
Deal Lawyers.com
CFIUS Releases 2025 Annual Report
August 12, 2026
New York Times
Ari Emanuel to Buy Broadway Theaters
August 11, 2026
The Governance Beat
Texas Stock Exchange Proposes to Overhaul Broker Voting Discretion
August 11, 2026
Cleary Securities Watch
FCA Eases UK IPO Research Rules
August 11, 2026
Sidley Enhanced Scrutiny
Delaware Chancery Nixes Derivative Challenge to Insider Financing
August 11, 2026
Corporate & Securities Law Blog
California-Based Delaware Corp Subject to California Rule on Inspections Despite Forum Selection Clause
August 11, 2026
Reuters
Social-Media Addiction Cases Get OK
August 10, 2026
Wall Street Journal
Zuckerberg Lays Out New AI Vision
August 10, 2026
The Governance Beat
In-House Counsel Speak on Using AI
August 10, 2026
Financial Times
Nvidia Aims for $500bn AI Financing
August 10, 2026
Cleary Securities Watch
SEC Turns to Financial Fraud With New Reporting and Accounting Unit
August 10, 2026
Dealbook
Who Wins in Trump AI Safety Plan
August 9, 2026
Truth on the Market
AI Policy Regulating the Wrong Thing
August 9, 2026
Delaware Corporate & Commercial Litigation Blog
Delaware Chancery Explains Why an LLC Not Purely a Creature of Contract
August 9, 2026
Deal Lawyers.com
Chancery Rules Plaintiff’s Reliance on Buyer’s Non-Contractual Reps OK
August 9, 2026
Business Law Prof Blog
How PSLRA Affects Initial Complaints
August 9, 2026
Wall Street Journal
How FIFA PE Plan Nearly Broke Soccer
August 6, 2026
Bloomberg
Private Credit Firms Avert Worst Fears
August 6, 2026
The Governance Beat
Are Two Versions of a Proxy OK?
August 6, 2026
Financial Times
Biggest U.S. Law Firms Explore Selling Stakes to Private Equity
August 6, 2026
D&O Diary
Corporate Law Loophole Can Turbocharge Legal Fees and Expenses
August 6, 2026
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
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  • Business Law Prof Blog
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  • 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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