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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
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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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Vanguard

How the “Big Three” Help Cause IPO Underpricing

By Danielle Chaim, Adi Libson and Yevgeny Mugerman December 1, 2025 by renholding

Over the last few decades, large asset managers have loomed over U.S. equity markets. Their prominence has fueled a lively debate about the effects of “asset manager capitalism” on a variety of issues, including corporate governance and stewardship, market competition, …

Comment  

The Proxy Voting Choice Revolution

By Alon Brav, Tao Li, Dorothy S. Lund and Zikui Pan October 7, 2025 by renholding

A corporate governance revolution is underway. The conventional depiction of the U.S. capital markets has focused on the presence of large institutional shareholders and their substantial influence over the economy. But in the past two years, in response to political …

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 …

It’s Not That Investors Oppose Anti-ESG Proposals…

By Michael R. Levin July 3, 2025 by renholding

The “anti-ESG” proposal arose somewhat recently, becoming more common within the past five or so years. Similar in spirit to ESG proposals, but their opposite. Like their conventional counterpart, they request a company consider or study or write a report

…

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 …

How Tesla Pumped the Vote

By Michael R. Levin July 1, 2024 by renholding

Tesla confronted an enormous challenge in winning support for the two controversial proposals at the 2024 Tesla annual meeting: to ratify CEO Elon Musk’s 2018 pay plan and to redomicile from Delaware to Texas. We thought it would take an …

1 Comment  

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 …

Should We Worry About Robo-Voting?

By John G. Matsusaka and Chong Shu October 10, 2023 by renholding

Robo-voting occurs when an investment fund mechanically follows the voting recommendations of its proxy adviser in corporate elections. The practice has become easier for funds with the development of online voting platforms that a proxy adviser can complete in advance …

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 …

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. …

1 Comment  

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 …

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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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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
Bloomberg
More Corporate Tax Breaks Coming
December 11, 2025
Delaware Business Litigation Report
Delaware Supreme Court OKs Amazon Investor Push for Antitrust Probe
December 11, 2025
New York Times
Do Kwon Sentenced to 15 Years
December 11, 2025
The Governance Beat
Defense Bill to Impose Section 16 Obligations on Foreign Private Issuers
December 11, 2025
D&O Diary
Securities Litigation Risk on the Rise
December 11, 2025
Bloomberg
OCC Accuses Nine Banks of Debanking
December 10, 2025
Delaware Business Litigation Report
Chancery Dismisses Claims for Breach of Fiduciary Duty Due to Release
December 10, 2025
New York Times
How AI and Dot-Com Booms Differ
December 10, 2025
Yahoo Finance
SEC Chair to “Futureproof” Crypto Regs
December 10, 2025
Deal Lawyers.com
Delaware Supreme Court Affirms Two Chancery Court Decisions on M&A
December 10, 2025
Dealbook
Nvidia Can Sell More Chips to China
December 9, 2025
Politico
SEC’s Crenshaw Fears Coming Pain
December 9, 2025
Bloomberg
PCAOB Picks Face More SEC Delay
December 9, 2025
Deal Lawyers.com
Tidbits from Paramount’s Warner Offer
December 9, 2025
Business Law Prof Blog
Paramount Warner Bid Not So Hostile
December 9, 2025
Wall Street Journal
Berkshire Hathaway Shuffles at Top
December 8, 2025
Reuters
Paramount Goes Hostile on Warner Bros
December 8, 2025
Securities and Exchange Commission
Money Manager Poseur Hit for Fraud
December 8, 2025
Bloomberg
Immigration Rules Becoming Deal Focus
December 8, 2025
Corporate & Securities Law Blog
Delaware Chancery Says Execs’ Misconduct Not Always Loyalty Breach
December 8, 2025
The Governance Beat
Glass Lewis Updates Benchmark Policy
December 7, 2025
D&O Diary
SEC Group Guides on AI Disclosure
December 7, 2025
SEC Sentinel
SEC Issues 2026 Examination Priorities
December 7, 2025
Delaware Business Court Insider
Firms Fare Well in Entire Fairness Trials
December 7, 2025
Business Law Prof Blog
SEC Mulls New Anti-Proxy Adviser Plan
December 7, 2025
Wall Street Journal
AI Threatens the Billable Hour
December 4, 2025
Reuters
Netflix Tops Warner Bros. Bids
December 4, 2025
New York Times
Kalshi Prediction Market Raises $1 Bln
December 4, 2025
Fox News
SEC Ups Chinese Firm Scrutiny in U.S.
December 4, 2025
Bloomberg
Virtu to Pay $2.5 Million in SEC’s Client Trading Data Case
December 4, 2025
Wall Street Journal
Trump Lowers Fuel Economy Rules
December 3, 2025
D&O Diary
SEC Chair: Make IPOs Great Again
December 3, 2025
Dealbook
SEC Loses Lone Democratic Voice
December 3, 2025
Bloomberg
SEC Earnings Fraud, Audit Cases Plunge
December 3, 2025
Deal Lawyers.com
Delaware Chancery Rejects Fraud on Board Claims, Applies Corwin to Sale
December 3, 2025
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