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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
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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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securitization

Corporate Governance, Systemic Organizational Risk, and the Curious Case of the Residential Solar Industry

By David F. Larcker and Brian Tayan December 11, 2024 by renholding

The concept of systemic organizational risk is critically important in corporate governance. It arises when multiple points of potential failure take root in an organization or industry. When a breakdown occurs, it inflicts significant cost and damage. For this reason, …

Debevoise Discusses Proposed SEC Rule to Prohibit Conflicts of Interest in Certain Securitizations

By Marc Ponchione, Jeff Robins and Jeremy Lin February 21, 2023 by renholding

On January 25, 2023, the U.S. Securities and Exchange Commission (“SEC”) issued a proposed rule to prohibit material conflicts of interest in the sale of asset-backed securities (“ABS”). The proposed rule is a re-proposal of a rule that was first …

Bankruptcy-Remote Structuring: Reallocating Risk Through Law

By Steven L. Schwarcz August 12, 2022 by renholding

Bankruptcy-remote structuring – structuring an entity to protect it from internal or external factors that might prevent it from paying its debts as they come due or make it the subject of a bankruptcy case – is crucial to a …

Securitization, Recourse Uncertainty, and Crash Risk

By Yiwei Dou, Joshua Ronen and Tuba Toksoz September 2, 2020 by renholding

Asset securitizations have become a prominent type of financial transaction in recent decades. According to the Securities Industry and Financial Markets Association, $3.3 trillion worth of mortgage- and other asset-backed securities were issued in 2006. This number fell to $1.6 …

Cadwalader Reviews Securitization Litigation and Regulation for 2019

By Jason Halper, Jonathan Watkins, Aaron Lang and Ailsa Chau February 5, 2020 by renholding

There were significant developments in 2019 as courts continued to issue important decisions in this space and significant legislation impacting the residential mortgage-backed securities (“RMBS”) market came into effect.  A number of cases have called into question firmly rooted practices …

Sullivan & Cromwell Discusses New Type of Lawsuit Involving Securitized Debt

By Sullivan & Cromwell LLP July 2, 2019 by renholding

On June 12, 2019, in Cohen v. Capital One Funding,1 certain Capital One credit card holders filed a putative class action lawsuit in the U.S. District Court for the Eastern District of New York against

  • special purpose entities (“Trusts”)
…

Transparency and the (E)valuation of Asset-Backed Securities

By Jed J. Neilson, Stephen G. Ryan, K. Philip Wang and Biqin Xie December 13, 2018 by renholding

In 2011, the commission appointed by Congress to investigate the causes of the financial crisis concluded that “a combination of excessive borrowing, risky investments, and lack of transparency put the financial system on a collision course with crisis” (The …

The Enduring Distinction Between Business Entities and Security Interests

By Ofer Eldar and Andrew Verstein October 31, 2018 by renholding

Why are security interests and legal entities both widely used?  The prevailing answer in legal scholarship is that both bodies of law exist to partition assets for the benefit of designated creditors.[1] This view is not merely an academic …

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  

Was Glass-Steagall’s Demise Both Inevitable and Unimportant?

By Arthur E. Wilmarth, Jr. September 18, 2018 by renholding

The financial crisis of 2007-09 caused the Great Recession, the most severe global economic downturn since the Great Depression.  The financial crisis began with the collapse of the subprime mortgage market in the U.S. and spread to financial markets around …

Taking Investor Preferences Seriously

By Kathryn Judge July 11, 2018 by renholding

Over the last half century, finance has made remarkable progress explaining the pricing of financial assets.  In relying on portfolio theory, however, mainstream pricing models tend to ignore investor preferences for certain asset types.  This is a mistake.  In a …

Corporate Loan Securitization and Standardization of Finance Covenants

By Zahn Bozanic, Maria Loumioti and Florin P. Vasvari June 1, 2018 by renholding

Over the last few years, the corporate loan market has experienced significant growth. Arguably, the most significant development has been the securitization of syndicated loans through Collateralized Loan Obligations (CLOs). CLOs are special purpose entities that purchase high-yield corporate loans …

Can Technology Solve Information Overload and Complexity in Securities Disclosure?

By Erik F. Gerding January 17, 2017 by renholding

Securities disclosure is under fire, with professors and politicians launching two basic criticisms against it. The first is that it causes “information overload:” Investors cannot process all the disclosure that securities rules require. The idea can be traced back to …

1 Comment  

SEC Investor Advocate Talks Dodd-Frank and Regulation’s Future

By Rick A. Fleming November 17, 2016 by renholding

Today (November 16), we will consider the future of financial regulation and, more specifically, whether the Dodd-Frank Act went too far.[1].  I am I happy to share my views with you, but before I begin, I must give

…

Securitisation and Post-Crisis Financial Regulation

By Steven L. Schwarcz January 19, 2016 by ilyabeylin

There are few types of debt as internationally issued and traded as the debt securities issued in securitisation (in the United States, spelled securitization) transactions. European investors commonly invest in securities issued in U.S. securitisation transactions, and vice versa.

It …

The Nonprime Mortgage Crisis: Willful Blindness and Positive Feedback Lending

By Bernard S. Black and Charles K. Whitehead December 3, 2015 by ilyabeylin

The Wall Street Journal recently reported that federal prosecutors are pursuing criminal cases against bank executives for allegedly selling flawed mortgage securities. The crux of the cases? That the bankers ignored warnings they were packaging too many shaky mortgages into …

1 Comment  

Shearman & Sterling discusses Capital Markets Unions: the EU’s Next Focus for Reforms

By Barney Reynolds, Thomas Donegan and Anna Doyle April 20, 2015 by tharts1

On 18 February 2015, the European Commission published a green paper on building a Capital Markets Union, alongside two complementary consultation papers on a revised EU framework for securitisation and a review of the Prospectus Directive. The proposals are part …

1 Comment  

Regulating Against Bubbles

By Ryan Bubb and Prasad Krishnamurthy April 2, 2015 by ilyabeylin

In the Great Recession’s morality play, unscrupulous financiers on the inside of the mortgage industry exploited ordinary folk on the outside. Predatory lenders pushed unsuspecting homebuyers into teaser rate mortgages that seemed affordable but were in fact ticking time bombs. …

Vice Chairman Stanley Fischer discusses Nonbank Financial Intermediation, Financial Stability, and the Road Forward

By Vice Chairman Stanley Fischer March 31, 2015 by ilyabeylin

It is an honor to speak at the Federal Reserve Bank of Atlanta’s 20th Financial Markets Conference, and I am grateful to President Lockhart and the organizers for inviting me to do so.[1] This evening I would like to …

The Future of the Federal Housing System

By David Min February 18, 2015 by miaotingwu

I want to make the argument that government-backed securitization—i.e., something approximating the core functions and parameters of the much-maligned government-sponsored enterprises (GSEs) Fannie Mae and Freddie Mac—is necessary and prudent for the future of housing finance reform. To do so, …

1 Comment  
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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
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Cognition AI Buys Windsurf
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SEC Drops Major Mutual Fund Case
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SDNY Blog
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Chancery Clarifies Duty of Candor
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LinkedIn
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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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Chancery OKs Ouster of LLC Investor
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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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D&O Diary
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Bloomberg
SEC Settles With SolarWinds
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CooleyXchange
How Texas Treats Share Controllers
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Bloomberg
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Reuters
Democratic FCC Commissioner Blasts Paramount Settlement with Trump
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Cooley Alert
Glass Lewis Previews Pay-for-Performance Model for 2026 Proxy Season
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Foley Blog
Human Factor Matters in M&A
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Business Law Prof Blog
Nevada Biz Court Approval Pending
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Wall Street Journal
California Ditches Environmental Law
July 1, 2025
Bloomberg
Bill Gives Chipmakers Bigger Tax Credit
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New York Times
BP Was Once a Hunter, Now Prey
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Reuters
DOGE Eyes SPACs, SEC Policies
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Deal Lawyers.com
Chancery Talks M&A Price Adjustment
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Bloomberg
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
Securities Suits Filed at 2024 Pace
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Deal Lawyers.com
Delaware Chancery OKs Claims of Tortious Interference With a Deal
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The Governance Beat
PCAOB May Yet Survive
June 29, 2025
D&O Diary
Investor Suits Hit Weight Loss Drugs
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Bloomberg
SEC Rethinks Market Surveillance Tool
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CoinDesk
Ripple Battle With SEC Is Over
June 29, 2025
Securities and Exchange Commission
SEC Issues Report on Changes in M&A
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Bloomberg
Trade Deals Stall on More Tariffs Fear
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Reuters
Elon Musk Confidant Exits Tesla
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Dealbook
Trump Weighs Fed Chair Shakeup
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Wall Street Journal
Public May Soon Bet on SpaceX Stock
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Business Law Prof Blog
Ripple Has Juice, but Not at SDNY
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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
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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
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Freshfields' A Fresh Take
DOJ Gives Illegal-DEI Cases Priority
June 24, 2025
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
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
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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
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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
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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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