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  • John C. Coffee, Jr. – Boeing and the Future of Deferred Prosecution Agreements 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
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Editorial Board John C. Coffee, Jr. Edward F. Greene Kathryn Judge

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Reg FD

Morrison & Foerster Discusses Top Five SEC Enforcement Developments for September 2024

By Haimavathi V. Marlier, Craig D. Martin, Nicole K. Serfoss, Michael D. Birnbaum and Mitchell E. Feldman October 25, 2024 by renholding

Each month, we publish a roundup of the most important SEC enforcement developments. This month included the SEC’s fiscal year end and a large number of enforcement actions of note, and we examine:

  • An ESG disclosure settlement relating to the
…

Reg FD’s Dilemma: The Unseen Edge in Private Investor Meetings

By H. Scott Asay, Shana Clor-Proell and Michael T. Durney July 31, 2024 by renholding

Regulation Fair Disclosure (Reg FD) attempts to level the playing field for investors, stating that any “informational edge” should be due to investors’ “skill, acumen, or diligence” rather than “from their superior access to corporate insiders.”[1]However, Reg FD …

How EU and U.S. Disclosure Requirements Differ While Sharing the Same Goals

By Chiara Mosca and Chiara Picciau May 23, 2023 by renholding

Financial markets and securities regulation in the European Union and the United States are converging in an increasing number of areas, from the repression of market manipulation to the provision of stricter requirements for market gatekeepers, such as auditing firms …

Private Communication Between Managers and Financial Analysts: Evidence from Taxi Ride Patterns in New York City

By Stacey Choy and Ole-Kristian Hope September 24, 2021 by renholding

Firm managers spend substantial time meeting privately with analysts and investors (e.g., Thomson Reuters 2009; Soltes 2014; Brown, Call, Clement, and Sharp 2015; Bushee, Gerakos, and Lee 2018). As evidenced by a wealth of anecdotes and surveys, such private communications …

Wachtell Lipton on Whether the SEC Is Pushing the Boundaries of Regulation FD

By John F. Savarese and Wayne M. Carlin March 15, 2021 by renholding

On March 5, the SEC brought an enforcement action charging a public company and three of its investor relations personnel with violations of Regulation FD, alleging that the company’s IR personnel had fed non-public information to sell-side research analysts in …

1 Comment  

Securities Regulation and Class Warfare

By Jonathan R. Macey March 2, 2021 by renholding

In a new article, I examine the regulatory goals of creating “fair, orderly, and efficient” securities markets in light of the recent issues involving trading in the shares of GameStop Corp. (GME) through the broker-dealer firm Robinhood Financial LLC.  The …

Shareholder Monitoring and Discretionary Disclosure

By Venky Nagar and Jordan Schoenfeld February 22, 2021 by renholding

Regulation Fair Disclosure (“Reg FD”) is commonly believed to prohibit managers from disclosing information about their firm to select shareholders. But managers are in fact allowed to do so in several circumstances. Specifically, Reg FD exempts communications to shareholders who …

How Stricter Disclosure Rules for Private Meetings Affect Stock Price Informativeness and Volatility

By Robert M. Bowen, Shantanu Dutta, Songlian Tang and Pengcheng Zhu February 17, 2021 by renholding

Private meetings between management and investors occur worldwide and are generally held at corporate headquarters with invited investors and sell-side analysts (a.k.a., site visits).  Ng and Troianovski (WSJ, 2015) report that U.S. investors pay $1.4 billion a year to securities …

How SEC Enforcement Affects Insider Leakage

By Sid Ghoshal, Martin Bengtzen and Stephen Roberts October 20, 2020 by renholding

In 2012, Mary L. Schapiro, the chairwoman of the Securities and Exchange Commission,  argued that market participants had “short memories” and that the SEC as a result had to take regular enforcement actions “so that people don’t forget that they …

Wachtell Lipton Discusses Disclosure Issues Relating to COVID-19

By Wachtell, Lipton, Rosen & Katz March 31, 2020 by renholding

Among the many issues facing public companies as a result of the COVID-19 pandemic is how to handle disclosure.  The pandemic is having a material impact on most companies.  While in a few cases the crisis may actually be increasing …

The Difference in the Informativeness of Positive and Negative Stock Returns

By Eli Amir, Shai Levi and Roy Zuckerman January 22, 2020 by renholding

We show that positive daily stock returns contain more information on the long-term change in stock value than do negative daily stock returns that are noisier on average and more prone to subsequent reversals. This difference in the informativeness of …

Listing Gaps, Merger Waves, and the Privatization of U.S. Equity Finance

By Gabriele Lattanzio, William L. Megginson and Ali Sanati March 11, 2019 by renholding

The number of U.S. listed companies declined by almost half between 1996 and 2012, from 8,090 to 4,102, and had risen only slightly, to 4,336, by year-end 2017. However, the real market valuation of these listed companies tripled over the …

Latham & Watkins Discusses New SEC Guidance on Cybersecurity

By Jennifer C. Archie and Serrin Turner June 5, 2018 by renholding

With so much boardroom attention on cybersecurity, directors continue to focus on the Securities and Exchange Commission (SEC) guidance issued earlier this year and its implications. The guidance adds specific expectations for disclosure controls and incident response procedures, and reiterates …

Debevoise Discusses the New SEC Cybersecurity Guidance

By Luke Dembosky, Jeremy Feigelson, Matthew E. Kaplan, Jim Pastore and Paul M. Rodel March 26, 2018 by renholding

On February 21, 2018, the SEC issued new Guidance regarding cybersecurity disclosure and governance requirements applicable to SEC reporting companies. In our earlier Client Update on this topic, we discussed the disclosure considerations addressed in the Guidance. In this Client …

Why Do Retail Investors Ignore Accounting Information?

By Elizabeth Blankespoor, Ed deHaan, John Wertz and Christina Zhu November 21, 2017 by renholding

Prior research finds that individual (retail) investors often fail to use accounting information when making stock trading decisions. Instead, many individuals underperform by trading on attention-grabbing technical trends such as high past stock returns.

A number of Securities and Exchange …

How to Encourage Dialogue Between Boards and Institutional Investors in the U.S. and the EU

By Giovanni Strampelli October 25, 2017 by renholding

With institutional shareholders playing a growing role in corporate governance, dialogue between boards and shareholders is increasingly common in the U.S. and Europe. Talking with boards is essential to institutional investors’ stewardship functions, and engaging with institutional investors has become …

Making a Market for Corporate Disclosure

By Kevin S. Haeberle and M. Todd Henderson March 7, 2017 by renholding

Mandatory disclosure sits at the foundation of modern securities regulation. Public companies must produce and share a wide variety of information about their condition and prospects, and they must do so on their own dime.

There can be little doubt …

How Institutional Investor Objectives Affect Firm Valuation and Governance

By Paul Borochin and Jie Yang January 9, 2017 by renholding

Over the last 30 years, institutional investors have dramatically increased their stakes in U.S. companies. In the 1980s, they held approximately 20 percent to 30 percent of the average firm in the U.S. By 2010, they held over 65 percent. …

Salman Insider-Trading Case a Hollow Win for Prosecutors

By Michael Guttentag December 14, 2016 by renholding

The dominant narrative about Salman v. United States, the first insider trading case decided by the U.S. Supreme Court in almost 20 years, is that it was a big win for federal prosecutors. That is only part of the story.…

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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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Wall Street Journal
Investing Platform Linqto Goes Bankrupt
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Debevoise Data Blog
Biggest AI Risk: Denying Employees AI
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LinkedIn
Delaware SB21 May Revive Appraisals
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SEC’s “Finder” Exemption Back in Play
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The First Caremark Trial Is Imminent
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Bloomberg
Apple Loses Top AI Exec to Meta
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Scotus Takes Case on Securities Suits Against Registered Investment Funds
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The Governance Beat
SEC Revises Two (and Withdraws One) Legal Proceeding Disclosure CDIs
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Cleary Enforcement Watch
DOJ Issues First Declination Under Merger-Related Safe Harbor Provision
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Reuters
EU Antitrust Suit Strikes Google AI
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Covid Securities Suit Hits Petco
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Democratic FCC Commissioner Blasts Paramount Settlement with Trump
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Glass Lewis Previews Pay-for-Performance Model for 2026 Proxy Season
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Human Factor Matters in M&A
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Nevada Biz Court Approval Pending
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California Ditches Environmental Law
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Bill Gives Chipmakers Bigger Tax Credit
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BP Was Once a Hunter, Now Prey
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DOGE Eyes SPACs, SEC Policies
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Chancery Talks M&A Price Adjustment
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Apple Can’t Shake DOJ Antitrust Case
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New York Times
Investors Fear Shadow Fed Chair
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Freshfields' A Fresh Take
SEC Changes Course on Priorities
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D&O Diary
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The Governance Beat
PCAOB May Yet Survive
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Investor Suits Hit Weight Loss Drugs
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SEC Rethinks Market Surveillance Tool
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Ripple Battle With SEC Is Over
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Securities and Exchange Commission
SEC Issues Report on Changes in M&A
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Trade Deals Stall on More Tariffs Fear
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Reuters
Elon Musk Confidant Exits Tesla
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Trump Weighs Fed Chair Shakeup
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Public May Soon Bet on SpaceX Stock
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Ripple Has Juice, but Not at SDNY
June 26, 2025
Bloomberg
GOP Mulls Mega-Rich Tax in Trump Bill
June 25, 2025
Wall Street Journal
Shell in Early Talks to Acquire BP
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Reuters
Fannie, Freddie to Consider Crypto Holdings in Making Loan Assessments
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Dealbook
OpenAI Eyes Autonomous Vehicle Biz
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Sidley Enhanced Scrutiny
Texas Tweaking Its Business Court
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Reuters
CFPB Cuts Cost Consumers $18 Bln?
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Delaware Business Litigation Report
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DOJ Gives Illegal-DEI Cases Priority
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The Governance Beat
Vanguard to Split Into Two Advisers
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D&O Diary
How AI May Change MD&A Language
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New York Times
Boeing Quiet at Paris Air Show
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Freshfields' A Fresh Take
Industry Bureau Rescinds AI Rule
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The Governance Beat
Texas Seeks to Limit Proxy Advisers
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Bloomberg
U.S. Audit Board Survives GOP Axe
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Delaware Corporate & Commercial Litigation Blog
Delaware Chancery Addresses Notice Provisions for Redemption Requests
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Suit Says Reddit Downplayed Impact of Google AI-Related Changes
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Financial Times
SEC Scraps Proposed Market Rules
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National Law Review
No Scotus Cert in Disgorgement Suit
June 22, 2025
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Delaware Supreme Court Nixes $400 Million Aiding, Abetting Judgment
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What Is “Fraud” Anyway?
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Bloomberg
Tariffs May Hike Prices $2000 Per Car
June 19, 2025
Reuters
Google Faces EU Antitrust Setback
June 19, 2025
Wall Street Journal
Trump Delays TikTok Ban a Third Time
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New York Times
WhatsApp Introduces Ads to App
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Reuters
Nippon Steel-U.S. Steel Deal Closes
June 18, 2025
D&O Diary
AI-Washing Suit Hits Healthcare Firm
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Sidley Enhanced Scrutiny
Delaware Supreme Court Says When Concealment Resets Limitation Period
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Bloomberg
Goldman Sachs Ditches Ban on SPACs
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Wall Street Journal
U.S. Senate Passes Stablecoin Bill
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New DOJ White Collar Enforcement Policy Pressures Caremark Obligations
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Top Crypto Betting Tool Nears Debut
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Law.com
Why Cybercriminals Targeting Law Firms with Voice Phishing
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Financial Times
Crypto Group Tron to Go Public
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Wall Street Journal
Obscure Chinese Stock Scams Dupe Thousands of U.S. Investors
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Reuters
Purdue Opioid Deal Wins State Approval
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Wall Street Journal
OpenAI Tension With Microsoft Rises
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Freshfields' A Fresh Take
Scotus Weighs In on Aiding, Abetting
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The Governance Beat
SEC Nixes Shareholder Proposal Plan
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Bloomberg
S&P 500 CEOs Turning to Bodyguards
June 16, 2025
Deal Lawyers.com
Delaware Chancery Addresses Damages in Alexion Earnout Litigation
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D&O Diary
Company Risks Rise in Global Trade War
June 15, 2025
Bloomberg
Stablecoins Put Crypto Near Mainstream
June 15, 2025
CoinDesk
Ripple Gets Back $75 Mln in Penalties
June 15, 2025
Securities Regulation and Corporate Governance Monitor
SEC Announces Leadership Changes
June 15, 2025
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Update on Nevada Reincorporations
June 15, 2025
Reuters
IPO Market Bounces Back
June 12, 2025
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Lawmakers Traded as Tariffs Imposed
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Crypto Enforcement Now Up to States
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Justice Department
DOJ Criminal Chief Speaks on FCPA
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U.S. Nuclear Energy Reboots
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Dealbook
Lawyer Richard Beattie Dies at 86
June 11, 2025
D&O Diary
What Can Directors Keep Private?
June 11, 2025
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Scotus Rejects Challenge to FINRA
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Bloomberg
Senate GOP Plan Erases Audit Board
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D&O Diary
Alphabet Settles Antitrust-Related Derivative Lawsuit for $500 Million
June 10, 2025
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Trump Vows Change Little at Law Firms
June 10, 2025
Reuters
SEC Says Existing Cuts Met DOGE Goal
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DOJ Focus Narrows in FCPA Cases
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PubCo @ Cooley
Firms Face New Climate Strategy EOs
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Disney Buys Comcast’s Hulu Stake
June 9, 2025
Delaware Business Litigation Report
Delaware Chancery Nixes Liability for Wholly-Owned Subsidiary’s Parent
June 9, 2025
New York Times
Meta in Talks to Invest in Scale AI
June 9, 2025
Freshfields' A Fresh Take
SEC Rethinks Foreign Private Issuers
June 9, 2025
Deal Lawyers.com
Delaware Chancery Grants Motion to Certify Constitution Issues on SB 21
June 9, 2025

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