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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
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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SEC

Gibson Dunn Provides an Update on “Fully Informed, Uncoerced” Shareholder Votes in Delaware Under Corwin

By Stephen Glover, Eduardo Gallardo, Brian Lutz, Jefferson Bell and Daniel Alterbaum April 20, 2017 by Jeff Himelson

In a series of decisions that began with Corwin v. KKR Financial Holdings LLC, it is now clear under Delaware law that boards of directors will receive the protection of the business judgment rule “when a merger that is …

Columbia Launches New Special Study of Securities Markets

By Merritt B. Fox, Lawrence R. Glosten and Edward F. Greene April 14, 2017 by renholding

Over the last three decades, U.S. and global securities markets have undergone tremendous change, driven by globalization, advances in information technology, and regulatory choices at the federal and international levels. The days of adventuresome floor trading and concerns of safeguarding …

The SEC as Financial Stability Regulator

By Hilary J. Allen April 11, 2017 by renholding

The Financial Stability Oversight Council is the only regulatory body in the United States with an express mandate to “identify risks to the financial stability of the United States” and to “respond to emerging threats to the stability of the …

Proskauer Rose Discusses the SEC’s Extraterritorial Reach

By Jonathan E. Richman April 11, 2017 by Jeff Himelson

A federal court in Utah recently held that the Securities and Exchange Commission may bring an enforcement action based on allegedly foreign securities transactions involving non-U.S. residents if sufficient conduct occurred in the United States.

The March 28, 2017 ruling …

JPMorgan Case Offers Trifecta of Off-the-Rails FCPA Enforcement

By Mike Koehler April 5, 2017 by renholding

The Foreign Corrupt Practices Act has specific elements that must be met in order for there to be a violation.  However, with increasing frequency it appears that the Department of Justice and the Securities and Exchange Commission have transformed FCPA …

Latham & Watkins on Defining Foreign Private Issuers: Wizard or Muggle?

By Alexander F. Cohen, Paul M. Dudek and Joel H. Trotter April 5, 2017 by Carly Goeman

The world of Harry Potter is divided into wizards and muggles, those who can work magic, and those who (sadly) cannot. In the world of US federal securities laws, the division between domestic US companies and foreign private issuers, or …

Will the Supreme Court Expand Silence as a Basis for Securities Fraud?

By Stephen J. Crimmins and James K. Goldfarb April 4, 2017 by renholding

The Supreme Court has long held that “[s]ilence, absent a duty to disclose, is not misleading under Rule 10b-5.”[1]  And such a duty to disclose only arises where necessary to make a statement already made not misleading, thus allowing …

Gibson Dunn on SEC Enforcement by the Numbers and the End of an Era

By Marc Fagel and Christina Yang April 3, 2017 by Carly Goeman

Each year, hot on the heels of the federal government’s September 30 fiscal year end, the Securities and Exchange Commission proclaims that it has once again filed a record (or near-record) number of enforcement actions.  But the main event for …

SEC Acting Chair Piwowar Discusses Columbia’s Special Study of Securities Markets

By Michael S. Piwowar March 29, 2017 by Jeff Himelson

Thank you, Larry [Glosten], for that kind introduction.[1] I also want to thank you, Merritt Fox, and Edward Greene — the directors of Columbia University’s Program in the Law and Economics of Capital Markets — for all that you …

How a “Comply or Explain” Rule Would Improve Nonfinancial Disclosure

By Virginia Harper Ho March 14, 2017 by renholding

In 2016, the Securities and Exchange Commission (SEC) issued a Concept Release on Regulation S-K as part of its comprehensive review of the effectiveness of federal disclosure rules. The release included for the first time a request for comment on …

Acting Chair Piwowar Talks Disclosure Before SEC Investor Advisory Committee

By Michael Piwowar March 10, 2017 by renholding

Good morning, and welcome to the first Investor Advisory Committee (IAC) meeting of 2017.

I see several familiar faces here today.  On behalf of all of us here at the Commission, I would like to extend our thanks to the

…

Skadden Discusses Section 16 Settlements

By Brian V. Breheny, Neil M. Leff, Erica Schohn, Joseph M. Yaffe and Josh LaGrange March 9, 2017 by Jeff Himelson

The so-called “short-swing profit rule” under Securities Exchange Act Section 16(b) generally prohibits officers and directors as well as 10 percent shareholders of a U.S. public company from profiting from any purchase or sale (or sale and purchase) of the …

Paul Weiss Describes Recent SEC Disclosure Developments

By Andrew Foley, David Huntington, Raphael Russo and Hank Michael March 8, 2017 by renholding

On March 1, 2017, the Securities and Exchange Commission (“SEC”) issued a notice and request for comment, together with proposed and final rules intended to update certain disclosure requirements:

  • Hyperlinks to Exhibits in SEC Filings. The SEC adopted
…

Regulation Crowdfunding: A Viable Capital-Raising Method for Tech Companies?

By Anand Saha and Jason W. Parsont March 6, 2017 by renholding

Crowdfunding is an exciting development that uses the power of the internet to allow entrepreneurs and startups to efficiently raise financing from a large number of people who each contribute a small amount of money. It breaks with the past …

4 Comments  

Skadden Discusses How Trump’s Focus on Deregulation Could Shape SEC Priorities in 2017

By Brian V. Breheny, Colleen P. Mahoney and Lily S. Huang March 2, 2017 by Jeff Himelson

In his statement announcing the appointment of Jay Clayton to run the Securities and Exchange Commission (SEC), President Donald Trump said that “we need to undo many regulations which have stifled investment in American businesses, and restore oversight of the …

The Role of State Blue Sky Laws After the JOBS Act and the National Securities Markets Improvement Act

By Rutheford B. Campbell, Jr. February 15, 2017 by renholding

State securities laws—generally referred to as “blue sky laws”— contain both registration provisions and antifraud provisions.  Registration provisions require that a company offering its securities to investors in a particular state register its securities with the state or meet the …

Legal Insider Trading Profits Often Amount to Peanuts

By Peter Cziraki and Jasmin Gider February 14, 2017 by renholding

How much do corporate insiders make on their trades? It has long been shown that insiders realize significant positive abnormal returns on their transactions, in percentage terms. Surprisingly, however, there has been little research examining insiders’ dollar profits, even …

Counterarguments to SEC Statistical Analysis in Enforcement Actions and Inquiries

By Tiago Duarte-Silva and Nicolas Morgan February 13, 2017 by renholding

In recent years, the Securities and Exchange Commission has focused on using quantitative analysis to identify statistical outliers and anomalies through programs like the Aberrational Performance Inquiry, which evaluates hedge fund returns,[1] and the Accounting Quality Model (informally known …

Paul Weiss Discusses FCPA Enforcement and Anti-Corruption Developments

By Farrah Berse, Peter Jaffe, Justin Lerer, Mark Mendelsohn and Alex Oh February 8, 2017 by Jeff Himelson

2016 was, by any measure, an extraordinary year for the enforcement of the Foreign Corrupt Practices Act.  The Department of Justice and the Securities and Exchange Commission assessed a record-shattering total of nearly $2.5 billion in penalties.  But despite those …

Financial Deregulation: Repeal or Adjust?

By Claude Lopez and Elham Saeidinezhad February 6, 2017 by renholding

While a major overhaul of U.S. financial regulation may be unlikely during the early months of the Trump administration, changes should be expected as his nominees to lead the Treasury Department and financial regulatory agencies are confirmed. This will be …

4 Comments  
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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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Will New Digs Draw JPMorgan Workers?
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Reuters
EU Trustbusters Hit Apple on App Store
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Time to Determine Who’s an Officer
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Chancery Rules Plaintiffs Asserted Non-Exculpated Disclosure Claims
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Gucci Beauty Unit, L’Oreal Near Deal
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SEC Alters Enforcement, Wells Process
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Bloomberg
Xi Rare Earth Move Gives Trump Chance
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New York Times
J&J Sued in UK Over Baby Powder
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Reuters
SEC 2025 Enforcement in Retrospect
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Cointelegraph
SEC’s Atkins: 10-Year US Lag on Crypto
October 16, 2025
Wall Street Journal
PCAOB to Cut Board Pay 20 Percent
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Reuters
U.S. Judge Blocks Plan to Lay Off Thousands of Government Workers
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D&O Diary
Lawsuit Challenges Constitutionality of SEC Accredited Investor Rules
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Law.com
SEC Whistleblower Awards Hit Low
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Bloomberg
Crypto Litigation Shows Industry Won
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AI Savings Spur Goldman Job Cuts
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What Rebuilding Gaza Would Cost
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Freshfields' A Fresh Take
Anti-Terrorism Act Liability Evolving
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The Governance Beat
How SEC Shutdown Hurts EDGAR Next
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Cornerstone Research
Delaware Chancery M&A-Lawsuit Settlements Are on the Rise
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Bloomberg
First Brands CEO Exits, Leaves Mess
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Reuters
How U.S. Is Eating Trump’s Tariffs
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Wall Street Journal
OpenAI, Broadcom, Forge Chip Deal
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Dealbook
Prediction Market Expands Overseas
October 13, 2025
The Governance Beat
SEC Sets Shareholder Proposal Demise
October 13, 2025
Delaware Business Litigation Report
Chancery: Top-Shareholder’s Redemption, Call Rights Exercise Unfair
October 12, 2025
D&O Diary
Securities Suit Defense Faces Trouble
October 12, 2025
Bloomberg
SEC Chair Eyes Shareholder Proposals
October 12, 2025
Reuters
SEC Eases IPO Path in Shutdown
October 12, 2025
Business Law Prof Blog
Update on Moves to Texas, Nevada
October 12, 2025
Reuters
Ford Also Backs Off EV Tax Credit Plan
October 9, 2025
Wall Street Journal
New York AG Indicted for Bank Fraud
October 9, 2025
New York Magazine
Ponzi Charges Crash YouTube Empire
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Bloomberg
FirstBrands Fail Blind Sides Wall Street
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Deal Lawyers.com
Chancery OKs Claim Insiders Got Non-Ratable Benefit from LLC Conversion
October 9, 2025
Reuters
GM Backs Off EV Tax Credit Claim
October 8, 2025
Dealbook
Battery-Focused Power Firm Gets $1 Bln
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Sidley Enhanced Scrutiny
PSLRA Confusing Section 11 Litigants
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D&O Diary
Is Claude the Next Napster?
October 8, 2025
Law.com
SEC Facing Backlogs After Furloughs
October 8, 2025
Bloomberg
Fears of Trillion-Dollar AI Bubble Grow
October 7, 2025
Reuters
Tesla’s “Affordable” Models Are Not
October 7, 2025
Wall Street Journal
Megabanks Drive Regionals to Merge
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Cooley M&A
Shutdown Stalls Antitrust Enforcers
October 7, 2025
Dealbook
NYSE Parent to Buy Stake in Prediction Market Operator Polymarket
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Bloomberg
U.S. to Take 10% of Alaska Mining Firm
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Wall Street Journal
OpenAI, AMD Ink Massive Chip Deal
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Cleary M&A Watch
How a Retail Voting Program Works
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Freshfields' A Fresh Take
FTC Challenges Zillow-Redfin Deal
October 6, 2025
Deal Lawyers.com
Chancery Lets Fiduciary Duty Claims Proceed in Microsoft-Activision Deal
October 6, 2025
Bloomberg
Bitcoin Crosses Fresh Record High
October 5, 2025
Wall Street Journal
Startups Eating Big Food’s Lunch
October 5, 2025
Reuters
Trump Eyes Greenland Rare-Earth Firm
October 5, 2025
D&O Diary
Delaware Chancery M&A Suit Settlements Rise in Number and Value
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Business Law Prof Blog
Second Circuit Securities Decision May Suggest PSLRA Went Too Far
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Delaware Business Litigation Report
Delaware Supreme Court Reverses Chancery Dismissal of Rule 60(b) Claim
October 2, 2025
Freshfields' A Fresh Take
How EU, California AI Acts Overlap
October 2, 2025
Securities and Exchange Commission
Prophecy Asset Mgmnt Sued for Fraud
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Reuters
Judge Nixes NFT Artist Suit Against SEC
October 2, 2025
Reuters
Judge Keeps SEC Twitter Suit in DC
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Reuters
Yahoo Nears AOL Sale for $1.4 Billion
October 1, 2025
Bloomberg
Automakers Extend $7,500 EV Discount
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D&O Diary
How Plaintiffs Are Dodging Delaware
October 1, 2025
Securities Regulation and Corporate Governance Monitor
How Shutdown Affects SEC Operations
October 1, 2025
Deal Lawyers.com
Chancery Says Late Statement Doesn’t Waive Post-Closing Adjustment
October 1, 2025
Bloomberg
Pfizer Gets Three-Year Tariff Reprieve
September 30, 2025
Wall Street Journal
Boeing Starts on 737 MAX Replacement
September 30, 2025
Reuters
AstraZeneca’s U.S. Listing May Pull Other Companies from London
September 30, 2025
D&O Diary
Bankruptcy Statistics Prompt Worry
September 30, 2025
Bloomberg
Atkins Touts SEC-CFTC Crypto Work
September 30, 2025
Bloomberg
Google Settles Trump Suit for $24.5 Mln
September 29, 2025
Wall Street Journal
Javice: 7 Years for Fraud on JPMorgan
September 29, 2025
Dealbook
EA’s $55 Bln Buyout Is Biggest Ever
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The Governance Beat
Texas Probes ISS, Glass Lewis on ESG
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Financial Times
Let Market Set Reporting Frequency
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Bloomberg
EA Buyout Talk Highlights Gaming Fall
September 28, 2025
Reuters
Boeing Settles Wrongful-Death Suit
September 28, 2025
Wall Street Journal
Regulators Scrutinize Unusual Trading Ahead of Crypto-Treasury Deals
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Nevada Forms Biz Court Commission
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Trump Order Puts TikTok at $14 Billion
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Wall Street Journal
Autos Flash US Economy Warning Sign
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Cleary M&A Watch
To Arbitrate or Not? Firms Can Choose
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Dealbook
Germany Woos Indian Workers US Scared
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SEC Case Tests Private Fund Managers
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MSNBC
Comey Indictment Expected Soon
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Intel Seeks Investment From Apple
September 24, 2025
Wall Street Journal
Trial Lawyers Breaking Up With Big Law
September 24, 2025
The Governance Beat
ExxonMobil Files Solicitation Materials for Retail Opt-In Voting Program
September 24, 2025
Insurance Journal
SEC: Online RadioShack a Ponzi Scheme
September 24, 2025
Wall Street Journal
Sinclair, Nexstar Won’t Air Kimmel
September 23, 2025
Delaware Business Litigation Report
Chancery Partially Vacates Expert’s Findings in Acquisition Price Dispute
September 23, 2025
Dealbook
New Meta PAC Aims to Boost AI
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Bloomberg
No Quarterly Reports Portends Shakeup
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Bloomberg
SEC Chief Seeks Crypto Rule Exemption
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