John C. Coffee, Jr.

March 18, 2020 | New York Law Journal

In his Corporate Securities column, John C. Coffee Jr. writes: Practitioners, listen up! You need to unlearn much of what you think you know about the law of insider trading. That law is changing—and quickly. In addition, new legislation has passed the House by an overwhelming margin and could conceivably pass the Senate this year.

By John C. Coffee Jr.

13 minute read

January 15, 2020 | New York Law Journal

In this edition of his Corporate Securities column, John C. Coffee Jr. examines law firm merger trends, particularly how the old order is changing; the forces that appear to be driving law firm mergers; why some firms have remained aloof and distant from this process; and the hidden impact on equality within the firm.

By John C. Coffee Jr.

16 minute read

November 20, 2019 | New York Law Journal

Mutual funds have become significant investors in IPO financings, typically seeking two types of provisions: (1) redemption rights that allow them to escape (possibly if the IPO is delayed), and (2) a pricing "ratchet" that entitles them to additional shares in the event that the IPO prices below the valuation reflected in the final private-equity round. With WeWork's recent spectacularly failed IPO as an example, John C. Coffee Jr. discusses ratchet provisions in this month's edition of his Corporate Securities column.

By John C. Coffee Jr.

9 minute read

September 18, 2019 | New York Law Journal

In his Corporate Securities column, John C. Coffee Jr. writes: The recent campaign of Harry Markopolos and his allies in attacking General Electric's accounting is fascinating, challenging, and hard to evaluate, but clearly it demonstrates that we need to rethink the current legal treatment of short selling and "negative activism".

By John C. Coffee Jr.

11 minute read

July 17, 2019 | New York Law Journal

In his Corporate Securities column, John C. Coffee Jr. writes: It has been nearly 60 years since the SEC first clearly prohibited insider trading in its 1961 decision in 'In re Cady, Roberts & Co.' You would think that would be long enough for the doctrinal rules to have become reasonably clear. Think again! The recent evidence shows otherwise.

By John C. Coffee Jr.

11 minute read

May 15, 2019 | New York Law Journal

In his Corporate Securities column, John C. Coffee Jr. writes: Everyone knows that 'Morrison v. National Australia Bank' ended the ability of those who purchased or sold securities outside the United States to participate in U.S. class actions. Everyone knows this—and therefore, unsurprisingly, it turns out to be not quite true. As usual, people miss the exceptions to generalizations that they think are universal rules. In fact, there are at least two routes that permit a foreign purchaser to participate in a U.S. class action. Neither has been much exploited to date, but both may be pushed aggressively in the near future.

By John C. Coffee Jr.

10 minute read

March 20, 2019 | New York Law Journal

In his Corporate Securities column, John C. Coffee Jr. writes: Securities litigation is now near an all-time high. Why? It seems to be the product of multiple factors, but two stand out: (1) the migration of “merger objection” cases from Delaware to federal court, and (2) the appearance of a new style of securities litigation that is increasingly called “event-driven” litigation.

By John C. Coffee Jr.

8 minute read

January 16, 2019 | New York Law Journal

In his Corporate Securities column, John C. Coffee Jr. writes: The results are now in for 2018, and, in terms of securities class actions, it was another near-record year with a bumper crop of lawsuits.

By John C. Coffee Jr.

15 minute read

November 14, 2018 | New York Law Journal

Corporate Securities columnist John C. Coffee Jr. writes: The most important issue in corporate governance today is dual class capitalization, and the most important recent development is the petition submitted on Oct. 24, 2018 by the Council of Institutional Investors (CII) to both the New York Stock Exchange and Nasdaq, asking them to place a “sunset” on differentials in voting rights.

By John C. Coffee Jr.

10 minute read

September 19, 2018 | New York Law Journal

In his Corporate Securities column, John C. Coffee Jr. writes: A drama is playing out in Boston federal court before a respected judge that could prove to be a legal “Watergate,” one that could reshape class action practice.

By John C. Coffee Jr.

18 minute read