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  • John C. Coffee, Jr. – Mass Torts and Corporate Strategies: What Will the Courts Allow? By John C. Coffee, Jr.
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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

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  

Set the Wayback Machine for Housing Finance Reform, But To When?

By Brad Miller February 18, 2015 by ilyabeylin

The debate over housing finance is odd even by the current standards of political debate in Washington, which sets a high bar.

Proposals to limit government involvement in housing finance have nothing to do with the failings of the system, …

3 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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Reuters
Stellantis to Cut Detroit SUV Production
December 7, 2023
Dealbook
Tesla Fighting With Sweden’s Unions
December 7, 2023
Bloomberg
Binance Is Law Abiding Now
December 7, 2023
CoinDesk
Jamie Dimon Bashes Crypto
December 7, 2023
D&O Diary
First Product-Safety Case Nails Execs
December 6, 2023
Sidley Enhanced Scrutiny
Scotus Mulls Omissions as Fraud
December 6, 2023
Bloomberg
Call Accountant After a Cyber Breach
December 6, 2023
Wall Street Journal
SEC Chair Warns Against “AI Washing”
December 6, 2023
New York Times
Bitcoin Soars on ETF Hopes
December 6, 2023
Axios
SEC “Crypto Mom” Withholds Love
December 5, 2023
Wall Street Journal
SEC Scrutiny Makes Non-Disclosure Tricky
December 5, 2023
Bloomberg
Banks Struggling to Watch Staffers
December 5, 2023
Reuters
Israel Probes Pre-Hamas Attack Trades
December 5, 2023
PubCo @ Cooley
SEC Top Accountant Talks Cash Flows
December 5, 2023
Sidley
Delaware Chancery Denies Advance for Legal Fees in Rare Trial
December 4, 2023
Wall Street Journal
Binance Cops DOJ Plea, but SEC Next
December 4, 2023
Reuters
Prison Official Took Rajaratnam Bribe
December 4, 2023
Justice Department
FBI Trainee Guilty of Insider Trading
December 4, 2023
PubCo @ Cooley
SEC ALJs May Go Down, but Administrative State Probably Won’t
December 4, 2023
Bloomberg
Fake WeWork Rescuer an Hour Late
December 3, 2023
PubCo @ Cooley
SEC Concedes on Buyback Rule Flaws
December 3, 2023
Jim Hamilton's World
Defining Accredited Investor Roils SEC
December 3, 2023
Cooley M&A
How to Handle Equity Awards in Deals
December 3, 2023
Business Law Prof Blog
A Tale of Two Anti-Activist Bylaws
December 3, 2023
Bloomberg
SoFi Technologies Exiting Crypto
November 30, 2023
D&O Diary
Should Short-Seller Reports Give Weight to Securities Class Actions?
November 30, 2023
Yahoo Finance
Scotus Seems Down on SEC Courts
November 30, 2023
PubCo @ Cooley
Big Comp Committee Issues Next Year
November 30, 2023
Deal Lawyers.com
Second Circuit Narrows Safe Harbor from Fraudulent Transfer in LBO
November 30, 2023
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

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