Class action reform could take a lesson from U.S. public company governance, I argue in a new working paper, available here. Class actions and public companies have a lot in common.  Class action scholars routinely explain problems in class action litigation, such as excessive attorneys’ fees and settlements that shortchange the class, as “agency costs.”[1]  Corporate law scholars frame the problems that beset the governance of U.S. public companies in the same terms. …

Breach of the duty of oversight claims against Delaware directors are known as “possibly the most difficult theory in corporation law upon which a plaintiff might hope to win a judgment.”[1]  The plaintiff must successfully argue that the directors either “utterly failed to implement any reporting or information system or controls” or “having implemented such a system or controls, consciously failed to monitor or oversee its operations thus disabling themselves from being informed…

Professor John C. Coffee, Jr., of Columbia Law School and Commissioner Robert J. Jackson, Jr., of the U.S. Securities and Exchange Commission discuss proxy solicitation rules, short-selling issues, and other hot topics of debate at the SEC. This podcast was produced by John Metaxas, Columbia Law ’84, WallStreetNorth Communications, Inc.…

On October 9, 2019, the US Department of the Treasury (Treasury Department) issued proposed regulations (Proposed Regulations) regarding tax issues relating to the anticipated discontinuance of the London interbank rate (LIBOR) after the 2021 calendar year. The Proposed Regulations are taxpayer-friendly and intended to prevent disruptions in the financial market. Background LIBOR has been extensively used as an interest rate benchmark in debt instruments (such as loan agreements and bonds) and other financial instruments (such…