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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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Schulte Roth Discusses SEC Guidance That Meme Coins Are Not Securities

By Stephanie Breslow, Craig Warkol, John Nowak, Jake Preiserowicz and Kolby Loft March 14, 2025 by renholding

On Feb. 27, 2025, the SEC’s Division of Corporation Finance (“Division”) issued guidance that meme coins — defined as speculative crypto assets inspired by internet memes, cultural trends, or social media phenomena — do not constitute securities under federal securities …

Ropes & Gray Discusses Third Circuit Coinbase Decision Pressuring SEC on Crypto Rulemaking

By Melissa Bender, Helen Gugel, Glen Hai Chen, Edward Baer, and Stefan Schropp January 30, 2025 by eorozco

On January 13, the U.S. Court of Appeals for the Third Circuit issued an opinion requiring the SEC to provide a more complete explanation for its refusal to engage in formal notice-and-comment rulemaking regarding the application of securities laws to …

Cleary Discusses Second Circuit Decision That Syndicated Loans Are Not Securities

By Duane McLaughlin, Jared Gerber, Sabrina Singer, Anirudh Sivaram and Allison Caramico September 27, 2023 by renholding

On August 24, 2023, the Second Circuit affirmed the dismissal of state-law securities claims in Kirschner v. JP Morgan Chase,[1] concluding that the plaintiff failed to adequately plead that the syndicated term loans at issue were securities. This …

A Tokenized Future: Regulatory Lessons from Crowdfunding and Standard Form Contracts

By Darian Ibrahim April 13, 2022 by renholding

Cryptocurrencies and other digital assets (“crypto”) are surging in popularity.  If cryptos are securities (“investment contracts” under the Howey test), they must be sold in accordance with the federal securities laws.  This likely requires registration with the Securities and Exchange …

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 …

Latham & Watkins Discusses Whether NFTs Are Securities

By Stephen P. Wink, Miles P. Jennings, Shaun Musuka and Deric Behar March 19, 2021 by Nisha Chandra

As the current crypto boom has progressed, it seemed Decentralized Finance (DeFi) had cemented its position as the dominant new narrative of this cycle. This view is supported by the tens of billions of dollars that have flowed into DeFi …

Davis Polk Discusses New SEC Climate and ESG Enforcement Task Force

By Joseph A. Hall, Michael Hong, Michael Kaplan, Gregory Rowland and Betty Moy Huber March 8, 2021 by snehapandya

On March 4, the Securities and Exchange Commission announced a newly created Climate and ESG Task Force in the Division of Enforcement. The Climate and ESG Task Force will work closely with other areas of the SEC as part of …

King & Spalding Discusses Takeaways from GameStop

By John M. Anderson, Robert J. Leclerc, Aaron W. Lipson, Brett R. Schroeder and Michael J. Oberlies February 19, 2021 by snehapandya

The recent meteoric rise (and subsequent fall) of GameStop, AMC Theaters and a host of other “meme stocks” has prompted hedge funds, investment bankers, regulators and public company executives to critically re-examine their preparedness for extraordinary market volatility.

The meme …

Weil Gotshal Discusses Supreme Court’s Upcoming Class Certification Case

By Joseph S. Allerhand, Stacy Nettleton and Joshua M. Glasser December 21, 2020 by Nisha Chandra

On Friday night, December 11, 2020, tucked below its order denying Texas’s bid to overturn the results of the Presidential election, the U.S. Supreme Court agreed to review what petitioners Goldman Sachs Group, Inc. and its former top executives (“Goldman”) …

Columbia Law Professors Write Two of Top Corporate and Securities Articles

By Reynolds Holding April 22, 2020 by renholding

John C. Coffee, Jr., Zohar Goshen, and Joshua R. Mitts were among the authors of two of the best corporate and securities articles last year, the Corporate Practice Commentator has announced. The Columbia Law School professors were joined by Robert

…

Why Cryptocurrencies Should Be Evaluated As Fiat Money

By J.S. Nelson February 27, 2020 by renholding

What are cryptocurrencies: securities, commodities, or another form of established currency – a non-sovereign fiat currency? In my forthcoming article, “Cryptocommunity Currencies,” I argue that, like other self-governing bodies, communities that issue cryptocurrencies should be judged on how …

Gibson Dunn Updates 2019 Year-End Securities Litigation

By Robert F. Serio, Brian M. Lutz, Monica K. Loseman, Jefferson E. Bell and Mark H. Mixon, Jr. February 26, 2020 by renholding

The number of securities cases filed in federal court continued at a furious pace for the third year in a row. This year-end update highlights what you most need to know in securities litigation trends and developments for the last …

Blockchain Will Not Solve the Proxy Voting Problem

By Park Bramhall July 31, 2019 by renholding

The U.S. proxy voting process is widely viewed as inefficient, opaque, and frequently inaccurate. The conventional wisdom is that voting inaccuracy has arisen largely as a result of decisions made in the 1960s to transition to a system of share …

Initial Crypto-asset Offerings, Tokenization, and Corporate Governance

By Stéphane Blemus and Dominique Guégan May 1, 2019 by renholding

Blockchain and other types of distributed ledger technology pose various new legal and economic questions for companies. Are crypto-asset holders a new kind of corporate stakeholder? If so, are they like shareholders or bondholders, and how can they participate in …

1 Comment  

Cleary Gottlieb on Government Scrutiny of Cryptocurrencies and ICOs

By Alexis Collins, Grace Kurland and Adam Motiwala September 25, 2018 by abirvarma

On Tuesday, September 11, 2018, Judge Raymond J. Dearie of the Eastern District of New York issued a decision holding that Initial Coin Offerings (“ICO”) may qualify as securities offerings and therefore be subject to the criminal federal securities laws. …

Did Deregulation End the “Quiet Period” of Low-Risk Banking?

By Paul G. Mahoney September 18, 2018 by renholding

From the New Deal until the 1970s, banks were on a tight leash. Regulators controlled the rate of interest they could pay on deposits. Banks could not underwrite or deal in corporate securities. With some exceptions, they could not expand …

1 Comment  

Revisiting the SEC Ruling on Whether Cryptocurrencies are Securities

By Usman W. Chohan August 17, 2018 by renholding

In June 2018, the cryptocurrency community waited with baited breath for the Securities and Exchange Commission (SEC) decision on whether cryptocurrencies were securities, commodities, or something else.

If the commission treated them as securities, they would be subject to …

Gibson Dunn Offers 2018 Mid-Year Update on Securities Litigation

By Monica Loseman, Matt Kahn, Brian Lutz and Laura O’Boyle August 15, 2018 by renholding

The continued explosion in the number of securities class action filings is once again the big headline in our half yearly update.  The now-sustained increase in both the number of filings and average and median settlement amounts—including a five-fold increase …

Davis Polk Discusses Ninth Circuit Approval of Securities Suit Over Unsponsored ADRs

By Michael S. Flynn, Michael Kaplan, Neil A. Potischman, Sarah K. Solum and Richard D. Truesdell, Jr. July 25, 2018 by renholding

On July 17, 2018, the Ninth Circuit issued an opinion in Automotive Industries Pension Trust Fund v. Toshiba Corp., No. 16-56058 (9th Cir. July 17, 2018), holding that the Supreme Court’s Morrison decision does not preclude purchasers of …

Latham & Watkins Discusses SEC Official’s Analysis of Digital Assets as Securities

By Stephen P. Wink, David L. Concannon, Miles P. Jennings, Cameron R. Kates and Thomas H. Gabay July 2, 2018 by renholding

William Hinman, Director of the US Securities and Exchange Commission (SEC) Division of Corporation Finance, provided substantial color on the SEC’s evolving view of digital asset classification recently when he shared his thoughts on how to characterize purchases and sales …

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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
Nvidia’s Market Value Tops $4 Trillion
July 10, 2025
Wall Street Journal
Unilever Picks a Ben & Jerry’s CEO
July 10, 2025
The FinReg Blog
Path Forward for Crypto Legislation
July 10, 2025
Securities and Exchange Commission
Tokens Are Enchanting, Not Magical
July 10, 2025
Bloomberg
SEC Fraud Enforcers Keeping Pace
July 10, 2025
Dealbook
X Chief Says She Is Stepping Down
July 9, 2025
Cleary Enforcement Watch
DOJ Bulk Data Grace Period Near End
July 9, 2025
Sidley Enhanced Scrutiny
Fourth Circuit Paves a Bumpier Path to Post-Deal D&O Coverage
July 9, 2025
Delaware Corporate & Commercial Litigation Blog
Chancery Clarifies Duty of Candor
July 9, 2025
M&A Law Prof Blog
Investors May Sour on Texas, Nevada
July 9, 2025
Wall Street Journal
Investing Platform Linqto Goes Bankrupt
July 8, 2025
Debevoise Data Blog
Biggest AI Risk: Denying Employees AI
July 8, 2025
LinkedIn
Delaware SB21 May Revive Appraisals
July 8, 2025
Corporate & Securities Law Blog
SEC’s “Finder” Exemption Back in Play
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Business Law Prof Blog
The First Caremark Trial Is Imminent
July 8, 2025
Bloomberg
Apple Loses Top AI Exec to Meta
July 7, 2025
Delaware Business Litigation Report
Chancery OKs Ouster of LLC Investor
July 7, 2025
Freshfields' A Fresh Take
Scotus Takes Case on Securities Suits Against Registered Investment Funds
July 7, 2025
The Governance Beat
SEC Revises Two (and Withdraws One) Legal Proceeding Disclosure CDIs
July 7, 2025
Cleary Enforcement Watch
DOJ Issues First Declination Under Merger-Related Safe Harbor Provision
July 7, 2025
Reuters
EU Antitrust Suit Strikes Google AI
July 6, 2025
D&O Diary
Covid Securities Suit Hits Petco
July 6, 2025
Bloomberg
SEC Settles With SolarWinds
July 6, 2025
CooleyXchange
How Texas Treats Share Controllers
July 6, 2025
Business Law Prof Blog
What Cost Stock-Price Expectations?
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Bloomberg
Trump Strikes Vietnam Trade Deal
July 2, 2025
Reuters
Democratic FCC Commissioner Blasts Paramount Settlement with Trump
July 2, 2025
Cooley Alert
Glass Lewis Previews Pay-for-Performance Model for 2026 Proxy Season
July 2, 2025
Foley Blog
Human Factor Matters in M&A
July 2, 2025
Business Law Prof Blog
Nevada Biz Court Approval Pending
July 2, 2025
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

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