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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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Memecoins and Other Speculative Devices Require Stronger Regulation

By John W. Bagby and Nizan G. Packin February 6, 2025 by renholding

Dogecoin’s rise to over $1 billion in daily trading volume, much like the dramatic 30 percent spike in Trump Media & Technology Group’s shares following the assassination attempt on now-President Donald Trump, exemplifies the volatile nature of memecoins. These …

Why Lost-Premium Damages in M&A Should Be Legal

By Jonathan Chan and Martin Petrin October 24, 2024 by renholding

Are “lost-premium” provisions – clauses that typically allow a target to recoup the premium its shareholders were denied because a buyer wrongfully backed out of a deal – enforceable? In a surprising decision last year, the Delaware Court of Chancery …

1 Comment  

Tesla Investors Deserve Musk’s Attention

By Lucian Bebchuk and Robert J. Jackson, Jr. June 7, 2024 by renholding

Yesterday’s news that Tesla’s chief executive, Elon Musk, asked a supplier to redirect scarce chips needed for artificial-intelligence development from Tesla to other Musk-owned companies followed reports that Donald Trump is considering Musk for a role in a new administration. …

3 Comments  

Does Plaintiffs’ Attorney Marketing Predict Corporate Litigation Risk?

By Steven E. Kaplan, Adi Masli, Matt Peterson, and Eric H. Weisbrod May 23, 2024 by renholding

Plaintiffs’ attorneys often issue marketing releases after public companies announce adverse corporate events. These releases typically say the attorneys are “investigating potential claims” against the company and encourage shareholders who have been harmed to contact the law firm. In a …

Skadden Discusses Court’s Broad View of Copyright Preemption in Data Scraping Case

By Stuart D. Levi, M. Oren Epstein and Jordan Feirman May 23, 2024 by renholding

The recent California district court decision dismissing the complaint in X Corp. v. Bright Data Ltd. could have significant implications for companies that rely on their terms of use to prohibit unauthorized “data scraping” — that is, using automated tools …

Why Corporate Governance Needs to Account for Data-Driven Mergers

By Carliss Chatman and Carla L. Reyes March 15, 2024 by renholding

Why might an insurance company acquire a robot manufacturer or a retailer acquire a home security provider?  The answer might have once been diversification, but now it is more likely to be a desire for data.  A new type of …

Skadden Discusses Delaware Chancery Decision on Who Can Recover Lost-Premium Damages

By Edward B. Micheletti and Lauren N. Rosenello January 18, 2024 by renholding

In October 2023, Chancellor Kathaleen St. J. McCormick of the Court of Chancery addressed an issue of first impression in Crispo v. Musk, C.A. No 2022-0666-KSJM, holding that “a provision purporting to define a target company’s damages to include …

101 Lawyers: Attorney Appearances in Twitter v. Musk

By Andrew Jennings November 30, 2023 by renholding

Corporate law’s trial of the century was set to begin on October 17, 2022, in a small Wilmington, Delaware courtroom. Twitter v. Musk had it all. Celebrity. The world’s richest person. A product that helped foment revolutions around the world …

The Monitoring Role of Social Media

By Jonas Heese and Joseph Pacelli December 5, 2022 by renholding

The rapid growth of social media over the past two decades has presented firms with a significant challenge: Users of social media can share and disseminate damaging information with potentially adverse consequences. Prominent examples that went viral include accounts of …

ISS Reviews Shareholder Resolutions on Labor Issues

By Paul Hodgson November 2, 2022 by renholding
More shareholder resolutions were filed in the 2022 proxy season than in the previous year, with approximately 932 environmental, social, and governance proposals submitted at U.S. companies so far compared with 903 in 2021, according to ISS Voting Analytics data.
…

A New Twist in Twitter: Can Musk “Rely” on Zatko?

By John C. Coffee, Jr. October 5, 2022 by renholding

As we get closer to the October 17th scheduled trial date for the Twitter lawsuit to compel Elon Musk to complete his proposed $44 billion acquisition of Twitter, the charges and allegations are getting wilder and woolier. Once, this was …

Remedies for M&A Breach of Contract – The Cineplex Case

By Jonathan Chan and Martin Petrin September 23, 2022 by renholding

A remorseful acquirer wants to get out of a merger or acquisition agreement. It concocts a thin justification, which a court wisely rejects, finding unlawful breach. What is the appropriate remedy for harm done to the target?

While attention has …

ISS Discusses Proposed $810 Million Settlement in Twitter Shareholder Class Action

By Jeff Lubitz September 13, 2022 by renholding

What a long, strange trip it’s been for Twitter shareholders since the company’s November 7, 2013 Initial Public Offering on the New York Stock Exchange.

Aside from the current litigation dominating today’s headlines between Twitter and Elon Musk – which

…

How Does Delaware Do It? Judges Alone Don’t Explain Chancery’s Speed

By Matthew Jennejohn July 28, 2022 by renholding

On July 19, 2022, in the Twitter v. Musk litigation, Chancellor Kathaleen McCormick presided over what was likely the most widely observed hearing on a motion to expedite in the Delaware Court of Chancery’s history. While deal bust-ups are front …

Twitter v. Musk: Where Are the Arbs?

By John C. Coffee, Jr. July 27, 2022 by renholding

Every pundit and commentator has by now analyzed the ongoing battle between Elon Musk and Twitter over Musk’s attempt to walk away from their deal. Almost all of these evaluations have rated Twitter as having a considerably stronger case, because …

Predicting the Unpredictable: What Will Musk Do Next?

By John C. Coffee, Jr. May 25, 2022 by renholding

What did business journalists do before the arrival of Elon Musk? In those by-gone days, their page in the newspaper was gray, dull, and strewn with statistics. Now, it is filled with a continuing soap opera, as exciting as the …

The Twitter Board Bears Personal Responsibility for a Bad Outcome in the Twitter Sale

By Jeffrey N. Gordon May 5, 2022 by renholding

Let’s be clear about this: The Twitter board was under no legal compulsion to accept Elon Musk’s offer for the company and, from a corporate governance structural point of view, was in an unassailable position until the 2024 shareholders meeting.  …

3 Comments  

Regulating via Social Media: Deterrence Effects of the SEC’s Use of Twitter

By Jinjie Lin November 17, 2021 by renholding

Social media is widely used to create, disseminate, and consume information. Today, around seven in 10 U.S. adults use social media.[1] Additionally, more than half of Americans at least occasionally obtain news through social media.[2] In financial markets, …

The Rise of Dual-Class Stock IPOs

By Dhruv Aggarwal, Ofer Eldar, Yael V. Hochberg and Lubomir P. Litov April 21, 2021 by renholding

Public securities markets have undergone dramatic changes in recent years. Not only has the number of publicly traded firms been declining, but the nature of the firms that choose to go public has also changed. While publicly traded firms in …

Goodwin Procter Discusses “Constructive Awareness” of Processor Data Breaches Under the GDPR

By Gretchen Scott, David S. Kantrowitz, Federica De Santis and Alex Intile February 1, 2021 by Nisha Chandra

On December 15, 2020, Ireland’s Data Protection Commission (“DPC”) announced its decision to fine Twitter International Company (“Twitter”) €450,000 for failing to notify the DPC promptly of a data breach affecting EU personal data in compliance with the EU General …

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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
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Wall Street Journal
Unilever Picks a Ben & Jerry’s CEO
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The FinReg Blog
Path Forward for Crypto Legislation
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Tokens Are Enchanting, Not Magical
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SEC Fraud Enforcers Keeping Pace
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Dealbook
X Chief Says She Is Stepping Down
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Cleary Enforcement Watch
DOJ Bulk Data Grace Period Near End
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Delaware Corporate & Commercial Litigation Blog
Chancery Clarifies Duty of Candor
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M&A Law Prof Blog
Investors May Sour on Texas, Nevada
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Investing Platform Linqto Goes Bankrupt
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Biggest AI Risk: Denying Employees AI
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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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Apple Loses Top AI Exec to Meta
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Delaware Business Litigation Report
Chancery OKs Ouster of LLC Investor
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Freshfields' A Fresh Take
Scotus Takes Case on Securities Suits Against Registered Investment Funds
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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
Covid Securities Suit Hits Petco
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Bloomberg
SEC Settles With SolarWinds
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CooleyXchange
How Texas Treats Share Controllers
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What Cost Stock-Price Expectations?
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Trump Strikes Vietnam Trade Deal
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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
July 1, 2025
Deal Lawyers.com
Chancery Talks M&A Price Adjustment
July 1, 2025
Bloomberg
Apple Can’t Shake DOJ Antitrust Case
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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
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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
June 29, 2025
Bloomberg
SEC Rethinks Market Surveillance Tool
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CoinDesk
Ripple Battle With SEC Is Over
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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
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Wall Street Journal
Shell in Early Talks to Acquire BP
June 25, 2025
Reuters
Fannie, Freddie to Consider Crypto Holdings in Making Loan Assessments
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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?
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Delaware Business Litigation Report
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Freshfields' A Fresh Take
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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
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Freshfields' A Fresh Take
Industry Bureau Rescinds AI Rule
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The Governance Beat
Texas Seeks to Limit Proxy Advisers
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Bloomberg
U.S. Audit Board Survives GOP Axe
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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
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Business Law Prof Blog
What Is “Fraud” Anyway?
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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
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Reuters
Nippon Steel-U.S. Steel Deal Closes
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D&O Diary
AI-Washing Suit Hits Healthcare Firm
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Sidley Enhanced Scrutiny
Delaware Supreme Court Says When Concealment Resets Limitation Period
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Bloomberg
Goldman Sachs Ditches Ban on SPACs
June 18, 2025
Wall Street Journal
U.S. Senate Passes Stablecoin Bill
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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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