-
1 week ago | 
clsbluesky.law.columbia.edu | John Coffee |Hillary Sale |Susan Morse |Miriam Baer
The number of accounting-related securities class action filings and settlements remained steady in 2024, with the number of filings increasing slightly and for the third consecutive year, according to a new report from Cornerstone Research. The report also found that while the number of settlements remained the same as in 2023, the total value of those settlements declined by 36% from the prior year.
-
1 week ago | 
clsbluesky.law.columbia.edu | John Coffee |Hillary Sale |Susan Morse |Miriam Baer
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 Order pausing enforcement of the FCPA.
-
1 week ago | 
clsbluesky.law.columbia.edu | John Coffee |Hillary Sale |Susan Morse |Miriam Baer
On April 7, 2025, Deputy Attorney General Todd Blanche issued a memorandum to all Department of Justice employees (the “Memorandum”) announcing an overhaul of previous enforcement directives relating to digital assets. The Deputy Attorney General issued the Memorandum consistent with Executive Order 14178(the “Digital Asset Executive Order”).
-
1 week ago | 
clsbluesky.law.columbia.edu | John Coffee |Hillary Sale |Susan Morse |Miriam Baer
The dominant shareholder primacy model of corporate governance makes shareholder wealth maximization both the purpose of a corporation and the only legitimate consideration for decisions by corporate directors. Yet that single-stakeholder model is under attack on several fronts. Numerous scholars and leading business figures assert that corporations have a broader purpose and that the interests of constituencies other than shareholders can and should be considered by corporate directors.
-
1 week ago | 
clsbluesky.law.columbia.edu | John Coffee |Hillary Sale |Susan Morse |Miriam Baer
On March 26, 2025, Delaware Governor Meyer signed into law Senate Bill 21 (“SB21”) updating Delaware’s corporate law. While there has been considerable discussion of whether the bill was beneficial or detrimental to shareholders, we show that there is no discernible effect on the shareholder value of companies incorporated in Delaware.
-
1 week ago | 
clsbluesky.law.columbia.edu | John Coffee |Hillary Sale |Susan Morse |Miriam Baer
On April 4, 2025, a federal district court in Colorado dismissed a Section 11 claim arising out of a direct listing and concluded that recent Supreme Court precedent “likely forecloses Section 11 liability in the direct listing context” altogether. The court applied the Supreme Court’s unanimous decision in Slack Technologies, LLC v.
-
1 week ago | 
clsbluesky.law.columbia.edu | John Coffee |Hillary Sale |Susan Morse |Miriam Baer
On April 8, 2025, a sweeping rule issued by the US Department of Justice (DOJ) took effect. The rule imposes restrictions—and in some cases, outright prohibitions—on US companies in connection with certain types of data brokerage, vendor relationships, employment arrangements, and investment agreements involving six “countries of concern” and individuals or entities linked to them: China (including Hong Kong and Macau), Russia, Iran, North Korea, Cuba, and Venezuela.
-
1 week ago | 
clsbluesky.law.columbia.edu | John Coffee |Hillary Sale |Susan Morse |Miriam Baer
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. In a new paper, I explore how activism has evolved in both form and function – becoming an essential feature of modern corporate governance, especially in times of economic uncertainty and regulatory flux.
-
1 week ago | 
clsbluesky.law.columbia.edu | John Coffee |Hillary Sale |Susan Morse |Miriam Baer
The SEC’s Division of Corporation Finance has announced improvements to its policies for draft registration statements that will be welcomed by both companies and underwriters.
-
1 week ago | 
clsbluesky.law.columbia.edu | John Coffee |Hillary Sale |Susan Morse |Miriam Baer
Founders and early investors increasingly maintain control of companies while holding small economic stakes in them – raising fundamental questions about how Delaware courts can enforce accountability in corporate governance. In a new working paper, I challenge the courts’ current approach.
