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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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UK

Davis Polk Discusses Key Developments in UK Corporate Governance Last Year

By Will Pearce, Neil Sharpe, Sophie Vacikar Bessisso and Harriet Jupp January 9, 2026 by renholding

As UK companies prepare for the publication of their year-end annual reports and to hold their annual shareholder meetings, here are some updates.

Governance regulations and guidance

Modernisation of UK corporate reporting

On 21 October 2025, the Department for Business …

Comment  

Sidley Discusses the UK’s First Copyright vs. AI Decision

By Clive Gringras and Elisabetta Righini November 17, 2025 by jlucero

The UK’s first “Copyright vs. AI” decision (Getty Images (US) Inc & ors vs. Stability AI Limited [2025] EWHC 2863 (Ch)) marks a clear win for the artificial intelligence industry. The English High Court raised the rhetorical question on the …

Comment  

White & Case Discusses Private Credit Funds’ Turn Toward Europe

By Gareth Eagles and David Ridley November 11, 2025 by renholding

The US is the world’s largest private credit market, tripling in size since 2010 (estimated to be around US$1.5 trillion today) and currently more than twice the size of Europe’s market (approximately US$500 billion-US$1 trillion), according to Barings’ report, Direct …

The Perils of Excessive Mandatory Disclosure

By Hing Nin Kwok October 3, 2025 by renholding

Disclosure requirements can serve legitimate public purposes, but a blanket mandate risks negative economic ramifications. In a new paper, I examine how excessive mandatory disclosure could backfire, what makes an appropriate rule, and the l challenges of  evaluating policies on …

SEC Chair Atkins Speaks at the Investor Advisory Committee Meeting

By Paul S. Atkins September 29, 2025 by renholding

Good morning, ladies and gentlemen. It is a pleasure for me to be with you in person for the first time as Chairman.[1] I have long believed that the Investor Advisory Committee has an important mission to give considered …

1 Comment  

Why Climate-Risk Transparency Pays

By Erhan Kilincarslan, Zezeng Li and Jiafan Li August 15, 2025 by renholding

While climate change poses clear threats to corporate financial health, from disrupted supply chains to higher insurance costs, our new research shows that climate risks don’t always lead to lower credit ratings. In fact, we find, firms that increase transparency …

1 Comment  

How “Chameleon Capital” Has Outpaced the Law

By Narine Lalafaryan July 29, 2025 by renholding

In the modern private capital markets, the traditional distinctions between equity and debt have become increasingly blurred and inadequate to capture the complexity of modern investment instruments. Sophisticated market participants – particularly private credit funds – have begun to craft …

Why Public Pension Funds Should Still Put Beneficiaries First: A Response to Fisch and Schwartz

By Ernest Lim July 21, 2025 by renholding

In a recent article, professors Jill Fisch and Jeff Schwartz argue that the beneficiary primacy model – requiring pension fund trustees to maximize economic value solely for beneficiaries – fundamentally misunderstands the nature of public pension funds. They contend …

SEC Commissioner Peirce Discusses a UK-U.S. Digital Securities Sandbox

By Hester M. Peirce July 18, 2025 by renholding

Thank you, Chairman [Chris] Hayward. You have once again gone out of your way to make me feel welcome in London. Thank you also to all of you who are here today. Before I begin, I must remind you that …

The External Dimension of Directors’ Climate Duties

By Ernest Lim July 7, 2025 by renholding

The corporate law discourse on climate change has largely focused on the “internal dimension” of directors’ duties – whether boards must consider climate-related risks and opportunities that affect firm-specific financial performance. While this question has gained significant traction, a more …

ISS Discusses Updated UK Stewardship Code

By Tom Inchley June 26, 2025 by renholding

The Financial Reporting Council (FRC) has published its UK Stewardship Code 2026, which represents a significant overhaul from the previous iteration released in October 2019. The new Code will come into force from 1 January 2026.

In addition, in an …

What China’s Experiment in Stakeholder Governance Can Teach Us

By Min Yan June 18, 2025 by renholding

Growing concerns about the externalities that companies may impose on stakeholders have placed the mainstream shareholder primacy model under intense scrutiny. Stakeholderism, or stakeholder model, is an alternative approach that requires companies to consider interests beyond those of shareholders, is …

The Placebo Effect of Insider Dealing Regulation

By Luca Enriques, Yoon-Ho Alex Lee and Alessandro Romano June 17, 2025 by renholding

In a recent article, we explore the curious case of how regulators in the EU, UK, and United States treat two forms of insider trading — what we call “traditional insider trading” and “shadow trading.” The former, familiar to …

Davis Polk Discusses UK’s New Consumer Protection Regime

By Matthew Yeowart, Emma Walsh, Andrzej O'Leary, Sara Burrell and Dylan Jones June 17, 2025 by renholding

On 6 April 2025, the consumer protection provisions of the Digital Markets, Competition and Consumers Act 2024 (DMCC Act) came into force. The UK Competition and Markets Authority (CMA) can now directly pursue enforcement action without going through the courts …

Corporate Constitutionalism for Foreign Private Issuers

By James Chang and Sidney Burke May 2, 2025 by renholding

Lawyers for public companies across the world may not have expected this, but a recent UK appellate decision on an Antigua and Barbuda company greatly enhanced global shareholder rights.  The reason is straightforward – Antigua is one of a handful …

Other Countries Can Fill U.S. Void in FCPA Enforcement

By Stephen M. Kohn April 18, 2025 by renholding

Shifting U.S. enforcement priorities may soon create a crisis in international anti-corruption efforts. For decades, the United States spearheaded those efforts through prosecutions under the Foreign Corrupt Practices Act (FCPA). On February 10, however, President Donald Trump issued an Executive …

The Strategic Evolution of Shareholder Activism

By Wolf-Georg Ringe April 15, 2025 by renholding

Shareholder activism has undergone a striking transformation over the past four decades. What began in the 1980s as a brash and often combative movement led by so-called corporate raiders has matured into a sophisticated, globally attuned, and strategically agile phenomenon. …

Skadden Offers a Review of ESG in 2024 and Key Trends for 2025

By Raquel Fox, Marc S. Gerber, Simon Toms, Caroline S. Kim and Justin Lau January 9, 2025 by renholding

ESG: 2024 Sees Greater Implementation in Europe and Increasing Divergence With the US

In this article, we reflect on key trends in ESG over the second half of 2024 and look ahead at trends that may emerge in 2025.

We …

ISS Discusses the Latest in ESG and Stewardship Regulation

By Noam Cherki, Hugo Gallagher and Karina Karakulova January 7, 2025 by renholding

INTERNATIONAL

IOSCO

International Organization of Securities Commissions Publishes Report on Impact of Transition Plans Disclosures

The International Organization of Securities Commissions (IOSCO) published a report on November 13 covering the key impacts of, and challenges associated with, transition planning. The …

How Much Impact Does Say-on-Pay Have on Executive Compensation?

By John W. Barry December 17, 2024 by renholding

Say-on-pay, an annual, non-binding shareholder vote on CEO compensation, is one of the primary ways of giving shareholders a voice in corporate governance. It is in essence a vote of confidence on the board of directors’ compensation decisions and the …

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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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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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