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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
  • Climate Disclosure Line-Drawing and Securities Regulation By Virginia Harper Ho
  • Board Committee Charters and ESG Accountability By Lisa M. Fairfax
  • Asset Managers as Regulators Comment bubble 1 By Dorothy S. Lund
  • Reforming the Macroprudential Regulatory Architecture in the United States By Kathryn Judge and Anil Kashyap
  • Predicting the Unpredictable: What Will Musk Do Next? By John C. Coffee, Jr.
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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Section 220

How to Prevent Pretextual Books and Records Demands

By Lynn Bai and Sean Meyer September 21, 2023 by renholding

Delaware General Corporation Law § 220 permits shareholders to inspect a corporation’s books and records for a proper purpose, such as investigating managerial misconduct, valuing shares, or communicating with other shareholders. The Delaware case law interpreting this statute has created …

Realigning Stockholder Inspection Rights

By Geeyoung Min and Alexander M. Krischik August 1, 2022 by renholding

Access to corporate information plays a pivotal role in stockholder litigation. One key to that access is stockholders’ statutory right to inspect a corporation’s books and records prior to filing litigation, enshrined in the Delaware General Corporation Law’s Section 220. …

Cleary Gottlieb Discusses Delaware Ruling on Appraisal Petitioners’ Discovery Demand

By Mark E. McDonald and Julie-Irene Nkodo February 22, 2022 by renholding

In Wei v. Zoox, Inc., the Delaware Court of Chancery found that an appraisal petition had been filed for the sole purpose of gathering discovery to be used in drafting a fiduciary duty complaint challenging a merger where the …

Weil Gotshal Discusses Boeing Decision and Board Oversight of Product Safety Risks

By Stephen A. Radin and Joshua Glasser September 20, 2021 by renholding

The Delaware Court of Chancery’s recent decision denying a motion to dismiss in In re The Boeing Company Derivative Litigation, 2021 WL 4059934 (Del. Ch. Sept. 7, 2021), reminds directors and their counsellors of the importance of board and …

Gibson Dunn Offers 2020 Year-End Securities Litigation Update

By Robert F. Serio, Brian M. Lutz, Monica K. Loseman, Jefferson E. Bell and Mark H. Mixon, Jr. February 23, 2021 by renholding

Notwithstanding the ongoing spread of COVID-19 and unprecedented changes in daily life and the economy, the second half of 2020 marched on to the steady drumbeat of securities-related lawsuits we have observed in recent years, including securities class and stockholder …

Wachtell Lipton Discusses Recent Developments with DGCL Section 220 as Pre-Complaint Discovery

By William Savitt, Sarah K. Eddy and Cynthia Fernandez Lumermann December 16, 2020 by renholding

Two recent decisions of the Delaware courts confirm that Section 220 of the Delaware General Corporation Law will be consistently interpreted to grant pre-complaint discovery to stockholders seeking to prepare fiduciary-breach litigation.

In Pettry v. Gilead Sciences, Inc., a …

How “Books and Records” Rewrote the Rulebook

By Roy Shapira June 30, 2020 by renholding

One of the most important developments in Delaware corporate law recently has been the expansion of shareholder rights to company information. Shareholders can now use their general right to inspect a company’s “books and records” (Section 220 of the Delaware …

Fried Frank Discusses Where Things Stand at Year-End 2019

By Gail Weinstein, Steven Epstein, Philip Richter, Erica Jaffe and Amber Banks (Meek) December 23, 2019 by renholding

Corporate Focus on the “Social Good”

Importantly, the Business Roundtable (an influential group of almost 200 CEOs of America’s most influential companies) issued a “Statement on the Purpose of a Corporation,” which has intensified a developing focus on the social …

Shearman & Sterling Discusses New Delaware Guidance on Books and Records Requests

By George Casey, Scott Petepiece, Richard Fischetti, Alan S. Goudiss and K. Mallory Brennan November 26, 2019 by renholding

Following Corwin v. KKR Financial Holdings and other Delaware cases that have reinforced the standards that stockholder suits must meet to survive dismissal, would-be litigants have increasingly invoked Section 220 of the Delaware General Corporate Law (“Section 220”) to try …

TheFilter

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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
Disney CEO Iger Promises 2026 Exit
November 29, 2023
Wall Street Journal
Scotus Mulls Right to Trial by Jury
November 29, 2023
Bloomberg
Might the SEC Lose Its Courts?
November 29, 2023
Jim Hamilton's World
SEC Adopts New Rule on Asset-Backed Securities Conflicts of Interest
November 29, 2023
Deal Lawyers.com
U.S. Court Says Info About Alternative Deal Structure Immaterial for Disclosure
November 29, 2023
New York Times
Amazon Unveils Q, AI Chatbot for Firms
November 28, 2023
D&O Diary
SPAC-Linked Securities Suit Hits EV Firm
November 28, 2023
Reuters
New California Law Requires VC, Private Equity Firms to Report Diversity
November 28, 2023
Bloomberg
MLB, Formula 1 Face Fraud Suits for Promoting FTX Cryptocurrency
November 28, 2023
PubCo @ Cooley
U.S. Court Seems Open to Seeing “Shadow Trading” as Insider Trading
November 28, 2023
Reuters
SEC Adopts Trader Conflicts Rule
November 27, 2023
Bloomberg
Deregulation Talk Scaring Crypto World
November 27, 2023
PubCo @ Cooley
Fifth Circuit Denies SEC More Time to Fix Share Repurchase Rule
November 27, 2023
LinkedIn
Travis Laster Answers Ex-AG Barr’s Criticism of Delaware ESG Flirtation
November 27, 2023
Delaware Corporate & Commercial Litigation Blog
Delaware Chancery Talks Fee Shifting
November 27, 2023
Wall Street Journal
Binance Penalties Include Crypto Firsts
November 26, 2023
PubCo @ Cooley
SEC Delays Share Repurchase Rule
November 26, 2023
Securities Regulation and Corporate Governance Monitor
Update on SEC’s Universal Proxy Rules
November 26, 2023
Delaware Corporate & Commercial Litigation Blog
Delaware Chancery Clarifies Third-Party Shareholder Beneficiary Rights
November 26, 2023
Business Law Prof Blog
Do ESG Laws Violate Free Speech?
November 26, 2023
Investment Executive
Lagarde Calls for European SEC
November 21, 2023
Securities and Exchange Commission
SEC Dings Kraken for Being Unregistered
November 21, 2023
Reuters
SEC May Curb Climate Rule Ambitions
November 21, 2023
Bloomberg
DOJ Seeks over $4 Bln from Binance
November 21, 2023
Jim Hamilton's World
SEC Rule Aims at Clearinghouse Conflicts
November 21, 2023
Reuters
OpenAI Investors Consider Suing Board
November 20, 2023
Dealbook
Cybersecurity Suit a Hot Board Topic
November 20, 2023
Wall Street Journal
Wall Street’s ESG Craze Is Fading
November 20, 2023
PubCo @ Cooley
SEC Issues New CDIs on Proxy Rules
November 20, 2023
Jim Hamilton's World
CFTC Mulls Offering Guidance on Crypto and Carbon Markets
November 20, 2023
D&O Diary
Hackers Gripe to SEC About Hack
November 19, 2023
New York Times
Bitcoin Fund Lifts Cryptocurrency Price
November 19, 2023
Washington Post
Feds Mount SEC Cyber-Rule Defense
November 19, 2023
Reuters
Doubt Over SEC Administrative Enforcement Boosts Private Actions
November 19, 2023
Corporate & Securities Law Blog
Ninth Circuit Clarifies SEC Rule 16b-3 Short-Swing Profit Liability Exemption
November 19, 2023
Reuters
IBM Suspends Advertising on X
November 16, 2023
New York Times
UAW Workers Back Big 3 Contracts
November 16, 2023
NY’s New Cryptocurrency Listing Rules
November 16, 2023
Bloomberg
WeWork’s Rescue Wasn’t Real
November 16, 2023
Bloomberg
Hedge Fund Fraudster Spared Prison
November 16, 2023
Wall Street Journal
Elusive Soft Landing Comes Into View
November 15, 2023
New York Times
The Inflation Rally Goes Global
November 15, 2023
Bloomberg
Short Sellers Become SEC Tipsters
November 15, 2023
Reuters
Blockchain Firm Dfinity Loses Defamation Suit Against Times, Crypto Analyst
November 15, 2023
PubCo @ Cooley
SEC Charges Charter on 10b5-1 Plans
November 15, 2023
Reuters
U.S. House Finally Passes Spending Bill
November 14, 2023
D&O Diary
IPO Revival May Take Awhile
November 14, 2023
Financial Review
Investors Using AI to Find Out What Executives Really Thinking
November 14, 2023
Washington Post
Bitcoin Wallets Created Before 2016 at Risk of Being Hacked
November 14, 2023
PubCo @ Cooley
PCAOB Offers Questions that Audit Committee Members Might Want to Ask
November 14, 2023
Reuters
U.S. Supreme Court Unveils Ethics Code
November 13, 2023
Wall Street Journal
SBF’s Parents Are Still His Biggest Fans
November 13, 2023
Bloomberg
Fake Goldman Insider Gets 16 Years for Alibaba IPO Share Scam
November 13, 2023
Washington Post
Regulating Crypto to Death Is OK
November 13, 2023
Jim Hamilton's World
U.S. House Bill Would Halt Funding of SEC Crypto Enforcement Actions
November 13, 2023
Dealbook
What’s a Fair Sentence for SBF?
November 12, 2023
D&O Diary
Geopolitical Risk Sparks Securities Suit
November 12, 2023
Reuters
Allen & Overy Hit by “Data Incident”
November 12, 2023
Bloomberg
Biggest Bank Forced to Reroute Trades
November 12, 2023
Jim Hamilton's World
SEC Urged to Amend Definition of “Smaller Reporting Company”
November 12, 2023
Financial Times
SEC Plan to Police AI Investment Advice Provokes Fierce Pushback
November 9, 2023
Reuters
Target Seeks End to Pride-Month Suit
November 9, 2023
D&O Diary
FTX Fights over D&O Coverage
November 9, 2023
PubCo @ Cooley
SEC Commissioner Talks on Rulemaking
November 9, 2023
Jim Hamilton's World
SEC Defends Binance Crypto Action
November 9, 2023
Reuters
Ivanka Worried Trump Not Rich Enough
November 8, 2023
Slate
Is SBF’s Brother in Trouble, Too?
November 8, 2023
Wall Street Journal
Treasury Seeks Crypto Crack Down Powers
November 8, 2023
Bloomberg
Investors Set Sights on FTX Endorsers
November 8, 2023
The 10b-5 Daily
The Latest on Class-Action Opt Outs
November 8, 2023
PubCo @ Cooley
Will Major Questions Doctrine Kill SEC’s Shadow Trading Theory?
November 7, 2023
Jim Hamilton's World
Report: Gender Diversity Helps Finances
November 7, 2023
Securities Regulation and Corporate Governance Monitor
SEC Launches Portal for Shareholder Proposal No-Action Requests
November 7, 2023
Reuters
DOJ Disclosure Safe-Harbor Draws Fire
November 7, 2023
Corporate & Securities Law Blog
California Boosts Non-Competition Law
November 7, 2023
New York Times
SBF Convicted, Silicon Valley Shrugs
November 5, 2023
Bloomberg
What’s Next for SBF Inner Circle?
November 5, 2023
Jim Hamilton's World
CFTC Sued Over Congress Control Bets
November 5, 2023
Deal Lawyers.com
Delaware Chancery Addresses Enforceability of M&A “Con Ed” Clause
November 5, 2023
Corporate & Securities Law Blog
Second Circuit Clips SEC Disgorgement
November 5, 2023
Axios
New Hedge Fund Hiring Journalists to Not Do Journalism
November 2, 2023
PubCo @ Cooley
Fifth Circuit Slaps SEC Buyback Rule
November 2, 2023
Jim Hamilton's World
Senator Seeks to Undo Citizens United
November 2, 2023
Axios
PE Funds Putting More Cash in Deals
November 2, 2023
Business Law Prof Blog
U.S. Labor Department Issues New Fiduciary Rule Proposal
November 2, 2023
Bloomberg
Bad Passwords Are Securities Fraud
November 1, 2023
Semafor
Morgan Stanley May Face $1 Bln Fine
November 1, 2023
PubCo @ Cooley
SEC Charges SolarWinds With Fraud
November 1, 2023
Securities Regulation and Corporate Governance Monitor
SEC Enforcers Sweep Delinquent Filers
November 1, 2023
Corporate & Securities Law Blog
Hospital Mergers: More Good Than Bad?
November 1, 2023
Dealbook
Global Race to Regulate AI Heats Up
October 31, 2023
CoinDesk
SBF Post-Collapse Media Blitz Flops
October 31, 2023
Wall Street Journal
Cyber Chiefs Fear Personal Liability
October 31, 2023
Bloomberg
FTX Ghost Haunts Formula One
October 31, 2023
Jim Hamilton's World
Scotus Punts Two Securities Cases
October 31, 2023

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