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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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Vanguard

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

…
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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 …

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 …

Moving Beyond Mutual Funds

By Shawn Bayern August 13, 2021 by renholding

As has become widely known in the past few years, the mutual-fund industry is more concentrated than ever, especially because of the growing use of index funds.  Whether this is a problem and how to respond have been the topics …

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 …

“Public” Mutual Funds

By Jeff Schwartz April 29, 2021 by renholding

The Big 3 mutual-fund managers (BlackRock, State Street, and Vanguard) have amassed incredibly large public-company holdings through the array of mutual funds they oversee.  As a result, they now play a pivotal role in corporate governance in many of 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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Reuters
Fintech Firm Aspiration’s Co-Founder Pleads Guilty to Defrauding Investors
August 21, 2025
Wall Street Journal
Tariffs Rise, Walmart Wins Shoppers
August 21, 2025
Bloomberg
DOJ Urges Fed Governor’s Ouster
August 21, 2025
D&O Diary
NY Court Affirms Trump Civil Fraud Ruling, Vacates Massive Damages
August 21, 2025
Sidley Enhanced Scrutiny
Chancery Nixes Claims Against Directors for Not Probing Past Misconduct
August 21, 2025
Securities and Exchange Commission
SEC Names New Enforcement Chief
August 21, 2025
New York Times
Deal Would Value ChatGPT at $500 Bln
August 20, 2025
The Governance Beat
Texas Proxy Adviser Law Almost Live
August 20, 2025
The Block
SEC Chair Says Few Tokens Securities
August 20, 2025
Deal Lawyers.com
Delaware OKs Obscure DGCL Changes
August 20, 2025
Corporate & Securities Law Blog
Second Circuit Vacates Fraud Conviction in First Crypto Insider Trading Case
August 20, 2025
Reuters
US Seeks Equity in Intel for Cash Grants
August 19, 2025
Bloomberg
Meta Restructures AI Group Again
August 19, 2025
D&O Diary
Risk of AI Deepfake Attacks Grows
August 19, 2025
Wall Street Journal
SEC Fines Private Equity Firm TZP
August 19, 2025
M&A/PE Quarterly
“Entire Fairness” Cases Unpredictable
August 19, 2025
Freshfields' A Fresh Take
Recent Cases Offer First Look at New FCPA Enforcement Priorities
August 18, 2025
The Governance Beat
Board Agendas Getting Too Routine
August 18, 2025
D&O Diary
Losing the Face of the Company Quickly Leads to Securities Suits
August 18, 2025
PubCo @ Cooley
California Supreme Court Backs Delaware Forum-Selection Clauses
August 18, 2025
Deal Lawyers.com
Chancery Nixes Typical Non-Compete
August 18, 2025
Wall Street Journal
Disney’s Marvel Abandons Georgia
August 17, 2025
Dealbook
Corporate Governance’s Wild West
August 17, 2025
D&O Diary
CSR Score Can Mask Corporate Fraud
August 17, 2025
Bloomberg
SEC Sues IR Exec for Insider Trading
August 17, 2025
Business Law Prof Blog
Update: Texas, Nevada Reincorporation
August 17, 2025
Reuters
Senators Seek Meta Probe of AI Policy
August 14, 2025
Wall Street Journal
401(k)s More Tied to Stocks Than Ever
August 14, 2025
Bloomberg
Trump Administration Mulls Intel Stake
August 14, 2025
The Governance Beat
Glass Lewis Issues Annual Policy Benchmark Survey: The Primary Topics
August 14, 2025
Securities Regulation and Corporate Governance Monitor
SEC Launches Capital Markets Stats
August 14, 2025
Reuters
US Puts Trackers in AI Chip Shipments
August 13, 2025
Wall Street Journal
NY AG Revives CFPB’s Zelle Suit
August 13, 2025
New York Times
Do Kwon Pleads Guilty to Fraud
August 13, 2025
Bloomberg
SEC’s Peirce: Let Markets Sort Tokens
August 13, 2025
U.S. Treasury
CFIUS Issues Annual Congress Report
August 13, 2025
Delaware Business Litigation Report
Chancery Nixes Restrictive Worker Covenants for Lack of Consideration
August 12, 2025
The Governance Beat
Antitrust Regulators Suggest When Shareholder Engagement Is an Issue
August 12, 2025
D&O Diary
Securities Suit Follows FCA Claim
August 12, 2025
Bloomberg
SEC Investment Adviser Rule Teeters
August 12, 2025
Business Law Prof Blog
Two More Firms Flee to Texas, Nevada, but Delaware Still Hugely Popular
August 12, 2025
Bloomberg
Terraform’s Do Kwon May Plead Guilty
August 11, 2025
Reuters
Trump, Intel CEO in Crucial Meeting
August 11, 2025
Wall Street Journal
Trump to Name BLS Critic as Its Head
August 11, 2025
The Governance Beat
EU Issues Proposed and Updated Sustainability Reporting Standards
August 11, 2025
LinkedIn
SEC Gag Rule Is Hobson’s Choice
August 11, 2025
Dealbook
Stage Set for More Big Media Deals
August 10, 2025
Freshfields' A Fresh Take
FTC Challenges Edwards Lifesciences-JenaValve Technology Deal
August 10, 2025
D&O Diary
Beware FCA in Cybersecurity Cases
August 10, 2025
Sidley Enhanced Scrutiny
Chancery Says Fair Disclosure Enough
August 10, 2025
Bloomberg
Ripple and SEC Drop Appeal
August 10, 2025
Cleary M&A Watch
Court OKs Antitrust Suit Against BlackRock, Vanguard, and State Street
August 7, 2025
Delaware Business Litigation Report
Chancery Says Plaintiff Failed to Claim Stockholder Vote Not Fully Informed
August 7, 2025
Bloomberg
SEC’s “No Deny” Policy Can Continue
August 7, 2025
Bloomberg
Trump to Open 401(k)s to Private Assets
August 7, 2025
Fried Frank News & Insight
Chancery Drives Home Due Diligence
August 7, 2025
Bloomberg
Advisers Push for Temp as Fed Governor
August 6, 2025
D&O Diary
Meta Derivative Litigation Hits Reputation Risk Governance
August 6, 2025
Securities and Exchange Commission
Commissioner Peirce Discusses Financial Privacy in the Digital Age
August 6, 2025
Law.com
SEC to Shrink FCPA Enforcement, Too
August 6, 2025
Deal Lawyers.com
Chancery Says Breach of Purchase Agreement Not Enough to Nix Earnout
August 6, 2025
Bloomberg
Musk Seeks Tesla Stock Case Dismissal
August 5, 2025
The Governance Beat
Top 10 XBRL Errors for Forms 10-K
August 5, 2025
D&O Diary
Securities-Suit Filings Hit Highs, Lows
August 5, 2025
The Block
Project Crypto Rewrites Wall Street Rules
August 5, 2025
Deal Lawyers.com
Surrounding Circumstances Can Show Proper Purpose in Books & Records Case
August 5, 2025
Reuters
Global M&A Hits $2.6 Trln Peak to Date
August 4, 2025
Delaware Business Litigation Report
Chancery Says Demand Futility Not Pled in Suit over Controller’s Equity Grant
August 4, 2025
New York Times
Silicon Valley Enlists in Business of War
August 4, 2025
Securities and Exchange Commission
SEC Touts Task Force for Using AI
August 4, 2025
Business Law Prof Blog
Third Circuit: Markets Sort of Efficient
August 4, 2025
Bloomberg
Microsoft Hits $4 Trillion Market Cap
July 31, 2025
Reuters
UnitedHealth Revamps C-Suite Again
July 31, 2025
New York Times
AI Researchers Paid Like NBA Stars
July 31, 2025
The Governance Beat
SEC Makes Reg A Offerings Easier
July 31, 2025
Sidley Enhanced Scrutiny
Delaware Supreme Court Narrows Acquirers’ Aiding, Abetting Liability
July 30, 2025
Wall Street Journal
Ford Takes $800 Million Tariff Hit
July 30, 2025
SDNY Blog
Judge Dumps Trump Copyright Suit
July 30, 2025
New York Times
White House Urges Pro-Crypto Rules
July 30, 2025
Business Law Prof Blog
Delaware Supreme Court OKs Investor Request for Amazon Books, Records
July 30, 2025
Wall Street Journal
JPMorgan Chase Nears Deal to Take Over Apple Credit-Card Program
July 29, 2025
D&O Diary
SEC OKs Fewer Whistleblower Claims
July 29, 2025
Bloomberg
SEC Overhauls PCAOB Leadership
July 29, 2025
Yahoo Finance
U.S. Appeals Court Strikes Down SEC Rule on “Audit Trail” Funding
July 29, 2025
Delaware Corporate & Commercial Litigation Blog
Delaware Chancery Declines to Appoint Receiver for Dissolved LLC
July 29, 2025
Bloomberg
EPA to Undo Greenhouse Gas Rules
July 28, 2025
Reuters
U.S., China Hold Tariff-Truce Talks
July 28, 2025
Wall Street Journal
Trump Mulls Charging Patent Fee
July 28, 2025
Business Law Prof Blog
Caremark Duties in Tennessee?
July 28, 2025
Bloomberg
Companies Are Going Vertical Again
July 27, 2025
Dealbook
EU Nations Mull Issuing Joint Debt
July 27, 2025
D&O Diary
New Visa Policies Prompt Securities Suit
July 27, 2025
Delaware Corporate & Commercial Litigation Blog
Delaware Chancery Nixes Investor Suit Against X for Twitter Deal Losses
July 27, 2025
Corporate & Securities Law Blog
Forum Selection OK Even If Right to Jury Trial Lost, California Court Says
July 27, 2025
Wall Street Journal
Is AI Killing Google Search?
July 24, 2025
Cleary M&A Watch
How to Figure Pharma Earnout Damages
July 24, 2025
New York Times
Europe Nears U.S. Trade Deal
July 24, 2025
Deal Lawyers.com
Delaware Chancery Ruling Highlights Pitfalls in Proving Earnout Mistake
July 24, 2025
Business Law Prof Blog
Glass Lewis Sues Texas for New Law
July 24, 2025

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