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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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State Street

How a Billion Dollar Buy of Tesla Stock Set up a Trillion Dollar Vote

By Vyacheslav (Slava) Fos and Wei Jiang September 25, 2025 by renholding

On September 15, 2025, Elon Musk filed a disclosure with the U.S. Securities and Exchange Commission (SEC) indicating that he had acquired approximately 2.57 million shares of Tesla Inc. in open-market transactions on September 12, at a cost of nearly …

Wachtell Lipton Discusses Shift in “Big Three” Approach to Stewardship

By David A. Katz, Elina Tetelbaum and Loren Braswell September 4, 2025 by renholding

Robust shareholder engagement continues to be a critical component of corporate governance, as well as a key element of shareholder activism preparedness. Proactively maintaining a dialogue with the company’s largest shareholders allows the company to establish credibility, lay out its …

Executive Incentives Under Common Ownership

By Thomas Schneider June 3, 2025 by renholding

In recent years, legal scholars and economists have debated whether the rise of “common ownership” by large institutional investors dampens competition. The concern is that when asset managers such as the Big Three – BlackRock, Vanguard, and State Street – …

The Economics of Investor Engagement

By Davidson Heath, Daniele Macciocchi and Matthew C. Ringgenberg December 18, 2024 by renholding

Institutional investors such as mutual funds, pension funds, and exchange traded funds (ETFs) play a prominent role in today’s economy. According to the CFA Institute, institutional investors now hold over $70 trillion in investable assets and thus wield immense influence …

Are the Big Three Asset Managers Beneficial Stewards or Corporate Overlords?

By Ruth V. Aguilera, Kurt A. Desender and Mónica LópezPuertas-Lamy August 6, 2024 by renholding

In the corporate governance landscape, the influence of passive index funds and common ownership has become a focus of scholarly and public debate. As the largest asset management firms in the world, the Big Three (BlackRock, Vanguard, and State Street …

The Factors that Matter for Growth in Institutional Ownership

By Alon Brav, Dorothy S. Lund and Lin Zhao June 17, 2024 by renholding

The growth and concentration of the investment management industry has captivated the scholarly community. Recent scholarship has focused on the “Big Three” investment managers — Vanguard, BlackRock, and State Street Global Advisors — and charted their rapid accumulation of assets …

Big Three (Dis)Engagements

By Dhruv Aggarwal, Lubomir Litov and Shivaram Rajgopal October 24, 2023 by renholding

Large asset managers play an outsized role in the corporate governance of the largest U.S. public firms. The Big Three (BlackRock, Vanguard, and State Street) collectively manage trillions of dollars of assets and own about a fifth of the average …

The Dialogue Between Corporations and Institutional Investors

By Giovanni Strampelli and Luca Enriques September 15, 2023 by renholding

With (minority) shares now concentrated in the hands of a relatively small number of institutions, institutional investors are expected to play an ever-increasing role in the governance of listed companies worldwide. However, it is uncertain whether institutional investors can actually …

How to Restore Shareholder Agency With Pass-Through Voting

By Georgia Stewart August 11, 2023 by renholding

Sign up for an investment account, and you will likely be presented with a dizzying range of investment products. The industry caters to investors with different risk appetites, savings pots, time horizons, ESG outlooks, religious commitments, and more. In some …

The Uncertain Role of Institutional Investors in Promoting Corporate Diversity

By Jill E. Fisch May 2, 2023 by renholding

On March 7, 2017, the eve of International Women’s Day, State Street Global Advisors initiated its “Fearless Girl” campaign, an effort to increase the number of female directors on the boards of its portfolio companies.[1]According to State Street, …

Voting Choice for Fund Investors

By Andrey Malenko and Nadya Malenko April 18, 2023 by renholding

The tremendous growth of institutional investors, particularly large passive funds, has drawn attention to their role in corporate governance. Major investment advisers such as BlackRock, Vanguard, and State Street are among the largest shareholders in many publicly traded firms and …

Giant Asset Managers, the Big Three, and Index Investing

By Dorothy S. Lund and Adriana Z. Robertson April 13, 2023 by renholding

Within the world of corporate governance, there has hardly been a more important recent development than the rise of the Big Three asset managers — Vanguard, State Street Global Advisors, and BlackRock. Due to the popularity of index funds and …

Does Stock Indexing Impede or Facilitate Arbitrage and Price Discovery?

By Panos N. Patatoukas and Byung Hyun Ahn March 2, 2023 by renholding

What is the effect of stock indexing on information arbitrage and the efficacy of the price discovery process? Forty-five years after John C. Bogle, the Vanguard Group founder, launched the world’s first index mutual fund, and 30 years after the …

The Role of Transaction Costs in Common Ownership

By Kenneth Khoo July 21, 2022 by renholding

“Common Ownership” arises when shareholders hold substantial stakes in different firms that impose externalities on each other, and it challenges the assumption that firms act to maximize their own profits. While firm decisions are ordinarily made by its board of …

Asset Managers as Regulators

By Dorothy S. Lund June 16, 2022 by renholding

The corporation’s role in society is in flux. Previous generations saw government as an important bulwark against corporate harm. Today, by contrast, corporate America is thought to be a solution to government dysfunction around issues like inequality and the environment. …

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Wachtell Lipton Discusses Investor Priorities in 2022

By Andrew R. Brownstein, Steven A. Rosenblum, Sabastian V. Niles and Carmen X.W. Lu January 25, 2022 by renholding

Last year, major investors took unprecedented steps through engagement efforts and proxy voting to demonstrate their commitment to addressing the climate transition and board and workforce diversity and inclusion, with focus given to disclosure and reporting of key ESG metrics …

Credentials Matter, but Only for Men: Evidence from the S&P 500

By Peter Cziraki and Adriana Z. Robertson December 1, 2021 by renholding

Gender diversity in the boardroom and the C-suite is one of the most contentious topics in corporate governance. Proponents of greater diversity argue that the lack of women directors and top executives is a missed opportunity and that increasing their …

Common Ownership: Solutions in Search of a Problem

By Keith Klovers and Douglas H. Ginsburg August 25, 2021 by renholding

Mutual funds and exchange-traded funds are the cornerstone of many Americans’ investment and retirement plans.  (For simplicity, we refer to all these investments as “mutual funds.”)  Collectively, investment companies such as BlackRock, Fidelity, State Street, and Vanguard hold more than …

Wachtell Lipton Discusses Myths About Advances in Stakeholder Governance

By Martin Lipton and William Savitt August 25, 2021 by renholding

Two years ago, the Business Roundtable (BRT) issued a “Statement on the Purpose of a Corporation,” signed by the CEOs of 184 major U.S. corporations, that rejected shareholder primacy, declared “a fundamental commitment to all [corporate] stakeholders” and linked corporate …

Common Ownership and the Decline of the American Worker

By Zohar Goshen and Doron Levit June 1, 2021 by renholding

American workers are more productive than ever, but they take home the same pay they did 40 years ago.  While firms have enjoyed blockbuster profits—and the U.S. gross domestic product has tripled—most American households have not shared in this increasing …

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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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Bloomberg
Citi to Cut 1,000 Jobs This Week
January 12, 2026
Wall Street Journal
OpenAI Sets Another Super Bowl Ad
January 12, 2026
Dealbook
Fallout From Legal Attack on Powell
January 12, 2026
Securities and Exchange Commission
Deputy Enforcement Heads Named
January 12, 2026
Corporate & Securities Law Blog
Section 16(a) Reporting Applies to Foreign Officers, Directors March 18
January 12, 2026
LinkedIn
SEC Enforcement Strategy: Don’t Enforce
January 11, 2026
Reuters
SEC Nixes Suit Against Rio Tinto Ex-CFO
January 11, 2026
Yahoo Finance
U.S. Supreme Court to Review SEC’s Power to Recoup Illegal Gains
January 11, 2026
Deal Lawyers.com
U.S. Court OKs Advance Notice Bylaw
January 11, 2026
Business Law Prof Blog
The Latest on Forum Selection Bylaws
January 11, 2026
Delaware Business Litigation Report
Chancery Partially Grants Motion to Dismiss Direct Caremark Claims
January 8, 2026
New York Times
Funding May Value Anthropic $350 Bln
January 8, 2026
The Governance Beat
The Most Common AI Risk Factors
January 8, 2026
Bloomberg
War on Iffy Lawsuits Upends SEC’s Role
January 8, 2026
FTI Consulting
PE Holding Periods May Get Longer
January 8, 2026
New York Times
Elon Musk’s xAI Raises $20 Billion
January 7, 2026
D&O Diary
Suit May Preview AI-Bubble Litigation
January 7, 2026
FINRA
SEC Ends Biased Research Settlement
January 7, 2026
Bloomberg
SEC Sees AI-Related Disclosures Soar
January 7, 2026
PwC Blog
PE Investing in Mid-Market Firms Sags
January 7, 2026
Bloomberg
Nvidia CEO “Fine” With Billionaire Tax
January 6, 2026
New York Times
Who Needs More Venezuelan Oil?
January 6, 2026
Freshfields' A Fresh Take
Arizona Supreme Court Rejects “Closely Related Party” Doctrine
January 6, 2026
CoinDesk
Crypto’s Fate in GOP Watchdogs’ Hands
January 6, 2026
ABA Business Law Today
ABA Issues M&A Deal-Points Study
January 6, 2026
Delaware Business Litigation Report
Chancery Keeps Reasonableness Standard in Restrictive Covenant Dispute
January 5, 2026
New York Times
Big Tech Gets What Wants from Trump
January 5, 2026
Freshfields' A Fresh Take
M&A Predictions, Guidance for 2026
January 5, 2026
D&O Diary
The Top 10 D&O Stories of 2025
January 5, 2026
Deal Lawyers.com
Extended Producer Responsibility Laws Raise New Issues for Buyers
January 5, 2026
Bloomberg
GOP-Only Watchdogs Police Wall Street
January 4, 2026
Wall Street Journal
Trump Upends White-Collar Prosecutions
January 4, 2026
Securities and Exchange Commission
Farewell Commissioner Crenshaw
January 4, 2026
Corporate & Securities Law Blog
SEC Proposal Would Give NASDAQ More Discretion to Deny Listings
January 4, 2026
Business Law Prof Blog
Is Walmart Selling Itself as a Tech Firm?
January 4, 2026
Delaware Business Litigation Report
Chancery Keeps Reasonableness Standard in Restrictive Covenant Dispute
December 23, 2025
Freshfields' A Fresh Take
What Bank Regulators May Do in 2026
December 23, 2025
The Governance Beat
EDGAR to Take Five Days Off
December 23, 2025
Securities Litigation & Enforcement
What SEC Enforcement May Do in 2026
December 23, 2025
Securities and Exchange Commission
Retail-Investor Crypto Scheme Nailed
December 23, 2025
Dealbook
Dealmakers Grow Bullish on 2026
December 22, 2025
Sidley Enhanced Scrutiny
California Court Says Federal Forum Clauses Enforceable in Securities Suits
December 22, 2025
Wall Street Journal
The SEC May Make Wall Street Analysts Corrupt Again
December 22, 2025
Deal Lawyers.com
New Defense Act to Prompt Expansion of Outbound Investment Control
December 22, 2025
Business Law Prof Blog
The Lessons of Oklahoma Biz Court
December 22, 2025
Delaware Business Litigation Report
Delaware Chancery Rules in Nonstock Corporation’s Board Removal Case
December 21, 2025
D&O Diary
Securities Lawsuits Related to Data Breaches Hit Two Tech Companies
December 21, 2025
Wall Street Journal
PCAOB to Cut Chair’s Pay by Over Half
December 21, 2025
Securities and Exchange Commission
FTX Consent Judgments Reached
December 21, 2025
Business Law Prof Blog
Musk Pay Ruling Is Politically Expedient
December 21, 2025
New York Times
BP CEO Exits, New Boss Named
December 18, 2025
Freshfields' A Fresh Take
SEC Retires Rigid Compliance System
December 18, 2025
SEC Sentinel
SEC Engages in a Flurry of Activity
December 18, 2025
Lexology
SEC Cybersecurity Rules Taking Effect
December 18, 2025
FactSet
M&A Deal Activity Dropped Last Month
December 18, 2025
New York Times
Warner Bros: Ellisons Misled Investors
December 17, 2025
Bloomberg
Amazon Names New AI Chief
December 17, 2025
D&O Diary
Digital Ad Analytics Firm Hit With Securities Suit for Understating AI Risk
December 17, 2025
Securities and Exchange Commission
California Spoofing Case Settles
December 17, 2025
Cooley M&A
Beware M&A Deal Jumping
December 17, 2025
Wall Street Journal
Travel Ban to Cover More Countries
December 16, 2025
Bloomberg
Warner Bros to Reject Paramount Bid
December 16, 2025
Delaware Business Litigation Report
Chancery Nixes Fraud, Aiding-Abetting Claims Against Seller, Controller
December 16, 2025
Dealbook
New Data Won’t Settle Rate Debate
December 16, 2025
D&O Diary
Are ESG Shareholder Proposals Over?
December 16, 2025
Delaware Business Litigation Report
Chancery Nixes Challenge to Voting Agreement in Director Removal Case
December 15, 2025
Dealbook
SpaceX May Soon Launch an IPO
December 15, 2025
D&O Diary
U.S. Brings Criminal Tariff Evasion Enforcement Action
December 15, 2025
Delaware Corporate & Commercial Litigation Blog
Delaware Chancery Strikes Affirmative Defense of Fraudulent Inducement
December 15, 2025
Deal Lawyers.com
Bandera Fund Case Back in Chancery
December 15, 2025
Business Law Prof Blog
Trump Takes Aim at Proxy Advisers
December 14, 2025
D&O Diary
Does Issuance of Stock to Settle a Shareholder Suit Constitute “Loss”?
December 14, 2025
Sidley Enhanced Scrutiny
Delaware Chancery Affirms High Bar for Challenging Advance Notice Bylaws
December 14, 2025
Bloomberg
Bill Would Force SEC Disclosure of Stock Trades by Foreign Insiders
December 14, 2025
New York Times
Trump Arrives, SEC Retreats on Crypto
December 14, 2025
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