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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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universal proxy card

Wachtell Lipton Discusses How to Deal with Activist Investors

By Martin Lipton, Steven A. Rosenblum, Karessa L. Cain, Elina Tetelbaum, Carmen X. W. Lu and Anna Dimitrijević August 31, 2023 by renholding

Activism has fully rebounded from the brief pandemic dip, with the past eighteen months seeing increased activity.  As we have previously noted, regardless of industry, size or performance, no company is too large, too popular, too new or too successful …

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Shareholders (and ISS) Won Big With Universal Proxy Card in 2023

By Michael R. Levin August 23, 2023 by renholding

Now that proxy season has wrapped up, we thought we’d look back at the experience with universal proxy card (UPC). Overall, shareholders expressed their preferences in BoD elections with precision. Proxy advisors, in particular ISS, saw their recommendations win in

…

Skadden Discusses Recent Contests Under the Universal Proxy Rules and the 2023 Outlook

By Richard J. Grossman, Neil P. Stronski, Anya Richter Hodes and Alexander J. Vargas January 9, 2023 by renholding

The Securities and Exchange Commission’s (SEC’s) new universal proxy rules, which took effect for meetings after August 31, 2022, require the use of “universal” proxy cards in all director election contests, except for elections held by registered investment companies and …

Wachtell Lipton Discusses Key Issues for Boards in Corporate Governance for 2023

By Martin Lipton, Steven A. Rosenblum, Karessa L. Cain and Hannah Clark December 6, 2022 by renholding

While the world recovers from the worst of the pandemic, the economic, political and social repercussions will continue to play out in ways that, while unpredictable, are in some respects characterized by observable patterns of cause-and-effect and cyclicality.  The pendulum …

The Second Universal Proxy Card Hits EDGAR

By Michael R. Levin October 26, 2022 by renholding

Last month, the first universal proxy card (UPC) hit EDGAR under the new SEC rule. We now have another example, with some interesting tidbits for aficionados and proxy junkies, and also for anyone who seeks an edge in proxy contest …

Wachtell Lipton on Dealing with Activist Hedge Funds and Other Activist Investors

By Martin Lipton, Steven A. Rosenblum, Karessa L. Cain, Sabastian V. Niles and Anna Dimitrijević September 7, 2022 by renholding

The SEC rule requiring a universal proxy card in director election proxy fights becomes effective today [September 1].  The resurgence of activism is already in progress, and the universal proxy card may significantly facilitate some proxy contests in which an …

Revisiting Corporate Bylaws for the Universal Proxy Era

By Eduardo Gallardo August 11, 2022 by renholding

On August 31, 2022, the universal proxy rules adopted last year by the Securities and Exchange Commission (SEC) will go into effect.  The rules require proxy cards distributed by public companies and activist shareholders in a contested director election to …

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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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Dealbook
Andreessen Firm Exits Delaware
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D&O Diary
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Securities and Exchange Commission
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Corporate & Securities Law Blog
DC Circuit Says Proxy Advisers Not Subject to Section 14(a) Solicitation Bar
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Freshfields' A Fresh Take
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Reuters
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Dealbook
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Vanguard to Split Into Two Advisers
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Freshfields' A Fresh Take
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The Governance Beat
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Bloomberg
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Delaware Corporate & Commercial Litigation Blog
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Financial Times
SEC Scraps Proposed Market Rules
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National Law Review
No Scotus Cert in Disgorgement Suit
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Tariffs May Hike Prices $2000 Per Car
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Reuters
Google Faces EU Antitrust Setback
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Wall Street Journal
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New York Times
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Reuters
Nippon Steel-U.S. Steel Deal Closes
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D&O Diary
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June 18, 2025
Sidley Enhanced Scrutiny
Delaware Supreme Court Says When Concealment Resets Limitation Period
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Bloomberg
Goldman Sachs Ditches Ban on SPACs
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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
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Top Crypto Betting Tool Nears Debut
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Reuters
Purdue Opioid Deal Wins State Approval
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Wall Street Journal
OpenAI Tension With Microsoft Rises
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Freshfields' A Fresh Take
Scotus Weighs In on Aiding, Abetting
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The Governance Beat
SEC Nixes Shareholder Proposal Plan
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Bloomberg
S&P 500 CEOs Turning to Bodyguards
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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
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CoinDesk
Ripple Gets Back $75 Mln in Penalties
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Securities Regulation and Corporate Governance Monitor
SEC Announces Leadership Changes
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Business Law Prof Blog
Update on Nevada Reincorporations
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