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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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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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securities exchange act

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

…

Is 24/7 Trading Better?

By Patrick Blonien and Alexander Ober October 17, 2024 by renholding

Is 24/7 Trading Better?

Since the founding of the New York Stock Exchange in 1792, trading hours have closely mirrored the conventional workday due to the human involvement that was essential for trading. But times have changed. Electronic execution has …

Morrison & Foerster Discusses SEC’s Active Enforcement of Tender Offer Rules

By Spencer Klein, Joe Sulzbach, Rebecca Chacon Naranjo, Sahana Ragunathan and Hannah Yang October 9, 2024 by renholding

On September 6, 2024, the United States Securities and Exchange Commission (the SEC) charged Esmark Inc. (“Esmark”) and its Founder/Chairman and former CEO James Bouchard under Section 14(e) of the Securities Exchange Act of 1934 (“Exchange Act”) and Rule 14e-8…

Skadden Discusses Seventh Circuit Decision on Mootness Fees in Lawsuits Challenging Mergers

By Marcie Lape (Raia), Chuck Smith and Lauren Sexton May 3, 2024 by renholding

The U.S. Court of Appeals for the Seventh Circuit in Jorge Alcarez, et al. v. Akorn Inc., et al.1 mapped out one means by which a court may evaluate mootness fees paid to individual shareholders after the voluntary dismissal …

SEC Proposal on Predictive Data Analytics Lacks Statutory Authorization

By Andrew Vollmer December 7, 2023 by renholding

In August, the SEC proposed rules requiring broker-dealers (BDs) and investment advisers (IAs) to identify and eliminate or neutralize the effect of conflicts of interest associated with their use of technologies, widely defined (Proposal).  My primary concern about the Proposal …

Davis Polk Discusses SEC’s Expansive View of Accounting Control Violations

By Robert A. Cohen, Michael Kaplan, John B. Meade, Joseph A. Hall and Martine M. Beamon November 28, 2023 by renholding

After receiving board approval to buy back stock under a 10b5-1 plan, a company interpreted Rule 10b5-1 in a manner with which the SEC disagreed. The SEC did not allege that the company traded on the basis of material nonpublic …

Was the Exchange Act Redundant? The Questionable Legality of an SEC Commissioner’s Unicorn Reform Proposal

By Alexander Platt September 18, 2023 by renholding

The rise of private markets and the proliferation of “unicorns” (private startup companies valued at $1 billion or more) has diminished the SEC’s power and reach. Back in 2021, the agency signaled a plan to reassert itself by forcing unicorns …

Davis Polk Discusses Ninth Circuit Decision on Forum Selection Clauses

By Neal Potischman, Brian M. Burnovski, Michael S. Flynn, Daniel J. Schwartz and Dana M. Seshens June 12, 2023 by renholding

On June 1, 2023, the Ninth Circuit held en banc that a forum selection clause requiring all derivative claims to be brought in Delaware state court—including federal securities claims that can only be maintained in federal court—is enforceable and requires …

Covington Discusses SEC’s Focus on Cybersecurity Incident Disclosure

By David Engvall, Ashden Fein, Gerald Hodgkins, Ian Macdonald and Micaela McMurrough March 27, 2023 by renholding

On March 9, 2023, the Securities and Exchange Commission (the “SEC”) Enforcement Division’s Crypto Assets and Cyber Unit announced a settlement with Blackbaud, Inc. involving allegations of inadequate disclosure controls and procedures and material misstatements and omissions concerning a 2020 …

Simpson Thacher Discusses Second Circuit Decision Curtailing Title 18 Insider Trading Liability

By Martin Bell, Marc Berger, Jeff Knox, Josh Levine and Nick Goldin January 17, 2023 by renholding

On December 29, 2022, the Second Circuit issued its highly anticipated opinion on remand in United States v. Blaszczak (“Blaszczak II”), reconsidering the case following the Supreme Court’s January 2021 vacatur of the Second Circuit’s original decision upholding …

Assessing the SEC’s Role As Enforcer Against Financial Misconduct

By Chuan Chen, Yanrong Jia, Xiumin Martin and Bernardo Silveira January 10, 2023 by renholding

The Securities Exchange Act grants the SEC ample authority and discretion to investigate and seek sanctions related to violations of the securities laws, with the goal of protecting investors; maintaining fair, orderly, and efficient markets; and facilitating capital formation (SEC, …

A Beginner’s Guide to the SBF Prosecution: Where the Legal Issues Lie

By John C. Coffee, Jr. December 21, 2022 by renholding

The spectacle of a shambling billionaire with an adolescent personality, an inconsistent memory, a fondness for using his depositors’ funds for his own personal purposes, and an eagerness to talk in self-destructive ways to the press has fascinated everyone. This …

Why the SEC’s Proposal for “Modernization of Beneficial Ownership Reporting” Is Flawed

By Jeffrey N. Gordon June 28, 2022 by renholding

Last February, the Securities and Exchange Commission proposed to “modernize” the reporting of beneficial ownership of a company’s stock under section 13(d) of the 1934 Securities Exchange Act.  As I explained in a recent comment letter to the SEC, the …

Time for a Broad Prophylactic against Congressional Insider Trading  

By John P. Anderson March 15, 2022 by renholding

In 2011, Peter Schweizer published a book, Throw Them All Out, exposing some questionable means by which politicians manage to increase their personal wealth 50 percent faster than the average American does.

Schweizer suggested that trading on material nonpublic …

Karmel’s Dissent: The SEC’s Use and Occasional Misuse of Reports of Investigation

By James J. Park January 28, 2022 by renholding

A small number of investigations by the Securities and Exchange Commission (SEC) end with the filing of a report rather than a complaint or administrative order. Section 21(a) of the Securities Exchange Act of 1934 authorizes the SEC “to publish …

Heightened Eligibility Thresholds for Shareholder Proposals: Modernization or Voter Suppression?

By Xinyi Mao December 17, 2021 by renholding

In September 2020, the Securities and Exchange Commission amended Rule 14a-8 of the Securities Exchange Act to increase the eligibility requirements for a shareholder to submit proposals.[1] Rule 14a-8, also called the shareholder proposal rule, governs when a company …

Paul Weiss Discusses Federal Jury Verdict Finding Cryptocurrency Products Not Securities

By Meredith R. Dearborn, Roberto J. Gonzalez, Jonathan H. Ashtor, Kristina A. Bunting and Emily M. Glavin November 23, 2021 by renholding

On November 2, 2021, a federal jury in Audet v. Fraser found that four cryptocurrency-related products were not securities under the Securities Exchange Act of 1934 and the Connecticut Uniform Securities Act. This case is significant because it appears to …

Cleary Gottlieb Discusses the Morrison Decision, 10 Years On

By Jared Gerber, Roger Cooper and Andy Bernstein October 12, 2020 by renholding

Ten years ago, the U.S. Supreme Court issued its landmark decision in Morrison v. National Australia Bank Ltd., which limited the extraterritorial application of the federal securities laws in order to prevent the United States from becoming “the Shangri-La of …

The New Civil Code: ISS and Glass Lewis as Lawmakers

By Neil Whoriskey July 28, 2020 by renholding

ISS and Glass Lewis have arrogated to themselves the power to make law, promulgating a civil code of astounding breadth and detail, ruling over decisions on board composition, director qualifications, term limits, majority voting standards, executive compensation, capital structure, poison …

Private Company Fraud and Enforcement

By Verity Winship March 30, 2020 by renholding

Companies can get big without going public. The number of U.S. listed companies is down by half, and the last few years have seen more capital raised on the private side than on the public side. Despite this well-documented shift …

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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
California Ditches Environmental Law
July 1, 2025
Bloomberg
Bill Gives Chipmakers Bigger Tax Credit
July 1, 2025
New York Times
BP Was Once a Hunter, Now Prey
July 1, 2025
Reuters
DOGE Eyes SPACs, SEC Policies
July 1, 2025
Deal Lawyers.com
Chancery Talks M&A Price Adjustment
July 1, 2025
Bloomberg
Apple Can’t Shake DOJ Antitrust Case
June 30, 2025
New York Times
Investors Fear Shadow Fed Chair
June 30, 2025
Freshfields' A Fresh Take
SEC Changes Course on Priorities
June 30, 2025
D&O Diary
Securities Suits Filed at 2024 Pace
June 30, 2025
Deal Lawyers.com
Delaware Chancery OKs Claims of Tortious Interference With a Deal
June 30, 2025
The Governance Beat
PCAOB May Yet Survive
June 29, 2025
D&O Diary
Investor Suits Hit Weight Loss Drugs
June 29, 2025
Bloomberg
SEC Rethinks Market Surveillance Tool
June 29, 2025
CoinDesk
Ripple Battle With SEC Is Over
June 29, 2025
Securities and Exchange Commission
SEC Issues Report on Changes in M&A
June 29, 2025
Bloomberg
Trade Deals Stall on More Tariffs Fear
June 26, 2025
Reuters
Elon Musk Confidant Exits Tesla
June 26, 2025
Dealbook
Trump Weighs Fed Chair Shakeup
June 26, 2025
Wall Street Journal
Public May Soon Bet on SpaceX Stock
June 26, 2025
Business Law Prof Blog
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
June 25, 2025
Reuters
Fannie, Freddie to Consider Crypto Holdings in Making Loan Assessments
June 25, 2025
Dealbook
OpenAI Eyes Autonomous Vehicle Biz
June 25, 2025
Sidley Enhanced Scrutiny
Texas Tweaking Its Business Court
June 25, 2025
Reuters
CFPB Cuts Cost Consumers $18 Bln?
June 24, 2025
Delaware Business Litigation Report
Delaware Supreme Court Nixes Suit over TripAdvisor’s Move to Nevada
June 24, 2025
Freshfields' A Fresh Take
DOJ Gives Illegal-DEI Cases Priority
June 24, 2025
The Governance Beat
Vanguard to Split Into Two Advisers
June 24, 2025
D&O Diary
How AI May Change MD&A Language
June 24, 2025
New York Times
Boeing Quiet at Paris Air Show
June 23, 2025
Freshfields' A Fresh Take
Industry Bureau Rescinds AI Rule
June 23, 2025
The Governance Beat
Texas Seeks to Limit Proxy Advisers
June 23, 2025
Bloomberg
U.S. Audit Board Survives GOP Axe
June 23, 2025
Delaware Corporate & Commercial Litigation Blog
Delaware Chancery Addresses Notice Provisions for Redemption Requests
June 23, 2025
D&O Diary
Suit Says Reddit Downplayed Impact of Google AI-Related Changes
June 22, 2025
Financial Times
SEC Scraps Proposed Market Rules
June 22, 2025
National Law Review
No Scotus Cert in Disgorgement Suit
June 22, 2025
Deal Lawyers.com
Delaware Supreme Court Nixes $400 Million Aiding, Abetting Judgment
June 22, 2025
Business Law Prof Blog
What Is “Fraud” Anyway?
June 22, 2025
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
June 19, 2025
New York Times
WhatsApp Introduces Ads to App
June 19, 2025
Reuters
Nippon Steel-U.S. Steel Deal Closes
June 18, 2025
D&O Diary
AI-Washing Suit Hits Healthcare Firm
June 18, 2025
Sidley Enhanced Scrutiny
Delaware Supreme Court Says When Concealment Resets Limitation Period
June 18, 2025
Bloomberg
Goldman Sachs Ditches Ban on SPACs
June 18, 2025
Wall Street Journal
U.S. Senate Passes Stablecoin Bill
June 18, 2025
D&O Diary
New DOJ White Collar Enforcement Policy Pressures Caremark Obligations
June 17, 2025
Bloomberg
Top Crypto Betting Tool Nears Debut
June 17, 2025
Law.com
Why Cybercriminals Targeting Law Firms with Voice Phishing
June 17, 2025
Financial Times
Crypto Group Tron to Go Public
June 17, 2025
Wall Street Journal
Obscure Chinese Stock Scams Dupe Thousands of U.S. Investors
June 17, 2025
Reuters
Purdue Opioid Deal Wins State Approval
June 16, 2025
Wall Street Journal
OpenAI Tension With Microsoft Rises
June 16, 2025
Freshfields' A Fresh Take
Scotus Weighs In on Aiding, Abetting
June 16, 2025
The Governance Beat
SEC Nixes Shareholder Proposal Plan
June 16, 2025
Bloomberg
S&P 500 CEOs Turning to Bodyguards
June 16, 2025
Deal Lawyers.com
Delaware Chancery Addresses Damages in Alexion Earnout Litigation
June 16, 2025
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
Business Law Prof Blog
Update on Nevada Reincorporations
June 15, 2025
Reuters
IPO Market Bounces Back
June 12, 2025
Wall Street Journal
Lawmakers Traded as Tariffs Imposed
June 12, 2025
Bloomberg
Crypto Enforcement Now Up to States
June 12, 2025
Justice Department
DOJ Criminal Chief Speaks on FCPA
June 12, 2025
Deal Lawyers.com
Delaware Chancery Addresses Exculpation Defense in Fiduciary Duty Case
June 12, 2025
Wall Street Journal
U.S. Nuclear Energy Reboots
June 11, 2025
Dealbook
Lawyer Richard Beattie Dies at 86
June 11, 2025
D&O Diary
What Can Directors Keep Private?
June 11, 2025
Reuters
Scotus Rejects Challenge to FINRA
June 11, 2025
Bloomberg
Senate GOP Plan Erases Audit Board
June 11, 2025
D&O Diary
Alphabet Settles Antitrust-Related Derivative Lawsuit for $500 Million
June 10, 2025
Bloomberg
Trump Vows Change Little at Law Firms
June 10, 2025
Reuters
SEC Says Existing Cuts Met DOGE Goal
June 10, 2025
Wall Street Journal
DOJ Focus Narrows in FCPA Cases
June 10, 2025
PubCo @ Cooley
Firms Face New Climate Strategy EOs
June 10, 2025
Bloomberg
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
Reuters
Japan Sees Progress in U.S. Tariff Talks
June 8, 2025
Wall Street Journal
DOGE Staffers Fear Getting DOGE’d
June 8, 2025
Bloomberg
BlackRock, Vanguard in Collusion Case
June 8, 2025
Delaware Corporate & Commercial Litigation Blog
Delaware Chancery Assesses Damages for Unfair Valuation
June 8, 2025
Deal Lawyers.com
Structural Antitrust Remedies Are Back
June 8, 2025
The Block
Digital CLARITY Act Faces Turbulence
June 5, 2025
Reuters
Madoff Scam Recovery Tops $15 Billion
June 5, 2025
Bloomberg
Is CFTC Headed for One Commissioner?
June 5, 2025
Deal Lawyers.com
Delaware Chancery Addresses Preferred v. Common Conflict in Firm Sale
June 5, 2025
Business Law Prof Blog
Internal Affairs Doctrine in the Hot Seat
June 5, 2025
New York Times
Germans Buy EVs but Shun Teslas
June 4, 2025
Freshfields' A Fresh Take
FTC Returns to Structural Remedies
June 4, 2025
The Governance Beat
Most CEOs Want a Director Gone
June 4, 2025
Sidley Enhanced Scrutiny
Delaware Chancery Slams Another Unripe Bylaw Challenge
June 4, 2025
Bloomberg
Ripple, Judge in Settlement Standoff
June 4, 2025
Wall Street Journal
Wells Fargo Allowed to Grow Again
June 3, 2025
Delaware Business Litigation Report
Delaware Supremes Examines Contractual Ambiguity of Waiver Clauses
June 3, 2025
Securities and Exchange Commission
Crypto Security Status Gets Muddier
June 3, 2025
CoinDesk
Coinbase Seeks US Court for Oregon Suit
June 3, 2025
Reuters
Scotus Turns Away Challenge to FINRA
June 3, 2025
D&O Diary
Circuit Split Means PSLRA Headache
June 2, 2025
Barron's
SEC Will Suffer Long Musk Hangover
June 2, 2025
Reuters
SEC Takes Aim at AI Washing
June 2, 2025
Delaware Corporate & Commercial Litigation Blog
Delaware Supreme Court Addresses Fraudulent Concealment Post-Closing
June 2, 2025
Deal Lawyers.com
CFIUS Boosts Foreign-Firm Enforcement
June 2, 2025

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