John C. Coffee, Jr.

September 18, 2024 | New York Law Journal

The new DOJ Pilot Program varies significantly from the SEC's prior program, and these differences raise fundamental questions: What will most encourage whistleblowers to come forward? What will best motivate defendants to self-report their criminal involvement? How will these new DOJ procedures affect the standard Deferred Prosecution Agreement?

By John C. Coffee Jr.

12 minute read

May 17, 2023 | New York Law Journal

In his Corporate Securities column, Professor John Coffee discusses the impact of Axon Enter. v. FTC, which he writes "masks a lack of consensus and shows the court to be straddling—at least for the time—a deep division over whether administrative agencies can utilize administrative law judges."

By John C. Coffee Jr.

11 minute read

March 15, 2023 | New York Law Journal

On April 17, the Supreme Court is set to hear argument in Slack Technologies v. Pirani, a case which seemingly deals with a technical issue of standing under Section 11 of the Securities Act of 1933, but which could render that provision largely irrelevant. In his Corporate Securities column, Professor John Coffee discusses both the implications of Slack and the predictable attempts by issuers and underwriters to downsize Section 11 further by manipulating its tracing requirements.

By John C. Coffee Jr.

12 minute read

January 18, 2023 | New York Law Journal

The bottom line is that extraterritoriality in regulatory cases appears to lie today largely in the eye of the beholder. All that a judge has to assert is that some conduct by a person in the United States was "integral" to the fraud.

By John C. Coffee Jr.

13 minute read

November 16, 2022 | New York Law Journal

Is it (or when is it) legitimate for corporate management to reject a nomination in a director election (given that management is usually self-interested)? This column's answer will be that an independent corporate board is entitled to take actions (including through bylaws amendments) that generate greater transparency and material information—subject to judicial review.

By John C. Coffee Jr.

10 minute read

September 14, 2022 | New York Law Journal

Does the MQD apply as well to the SEC and its attempt to require greatly enhanced climate-related disclosures? This column will suggest that the SEC can outflank that doctrine, but only if it is careful.

By John C. Coffee Jr.

9 minute read

July 20, 2022 | New York Law Journal

If the conservative majority on the Supreme Court intends to dismantle (or at least downsize) the Administrative State, this coming year may prove critical because the opportunities for major downsizing have already been placed on the court's agenda.

By John C. Coffee Jr.

12 minute read

May 18, 2022 | New York Law Journal

The need to invoke the criminal sanction seems doubtful, particularly because the disclosure of the leaker's identity (at least in the case of Justice Alito's opinion) is likely to be career-ending.

By John C. Coffee Jr.

8 minute read

March 16, 2022 | New York Law Journal

The SEC recently proposed new rules amending the disclosure of beneficial ownership under §13(d) of the Williams Act from 10 days to 5 days (meaning that those who acquire over 5% of a class of an equity security of a public corporation will have to disclose their stake in half the time as before).

By John C. Coffee Jr.

13 minute read

January 19, 2022 | New York Law Journal

Let us assume for the moment that the SEC can require more than material information (or can convince courts that most ESG disclosures are material). What happens next? Given that the social costs of greenhouse gas emission vastly exceed their private costs to issuers (which is the point at which economists stop), what can lawyers, as specialists in policy engineering, do to bring the two closer to alignment? John C. Coffee Jr. explores these questions in this edition of his Corporate Securities column.

By John C. Coffee Jr.

11 minute read