Sky Blog
For over a decade, the narrative of corporate governance was focused on the concentration of power. The “Big Three”asset managers – BlackRock, Vanguard, and State Street – along with the two dominant proxy advisers, ISS and Glass Lewis, were seen …
In recent decades, the business world has undergone a significant paradigm shift. What began as largely voluntary corporate social responsibility (CSR) initiatives has evolved into a comprehensive framework of environmental, social, and governance (ESG) metrics. As demand for these metrics …
In a year of significant regulatory, geopolitical, technological and macroeconomic turbulence, boards have had to manage through an environment of uncertainty. Unpredictability caused by frequent policy shifts and evolving expectations and demands from governmental and market actors added complexity to …
Recently in Johnson & Johnson et al. v. Fortis Advisors, LLC, the Delaware Supreme Court reversed, in part, the Delaware Court of Chancery’s ruling that a buyer breached the implied covenant of good faith and fair dealing (the “implied …
In advanced economies, the regulation of corporate governance during initial public offerings (IPOs) is used increasingly as a capital markets policy instrument. As public listings declined, private-equity financing grew, and regulatory competition intensified, lawmakers reconsidered the role of mandatory …
In the world of corporate governance, large institutional investors wield power. But for many, that power comes from using their “voice” to call for changes within the firm because voting with their feet by selling their stake is not realistic. …
Firms need data to ensure core business functions. Yet, as we discuss in a new paper, many do not pay enough attention to data sources, tending instead to focus on how data are used. Most regulations address downstream uses …
In 2026, companies and individuals conduct many important transactions using images of objects or documents, rather than the original items themselves. For example, individuals authenticate themselves using photos of their passports; banks process and accept check deposits using images of …
As Elon Musk’s lawsuit against OpenAI advances to trial in April 2026, the case offers more than courtroom drama – it provides a critical test of whether hybrid corporate organizational structures can sustain public-interest commitments in the face of extraordinary …
For decades, the SEC stood as the principal barrier to mandatory arbitration for shareholder claims. In September 2025, that barrier fell. The agency’s reversal on shareholder arbitration represents a seismic policy shift, leaving Delaware law as the sole impediment …
When activist investors acquire large stakes in a company and seek influence, they traditionally push for seats on the board of directors. In recent years, however, many activists have instead appointed a non-voting observer who can attend board meetings, receive …
In 1814, as the War of 1812 raged, New York adopted an Act to Encourage Privateering Associations (the “Act”), which was the second general incorporation statute in U.S. history. This unusual statute provides a case study that advances three arguments: …
America’s capital markets are the envy of the world but face an existential threat from the meteoric rise of index funds. The problem is a growing erosion of corporate accountability. Last month, President Trump took a first pass at this …
The European Union’s Artificial Intelligence Act is now law. Some provisions are already in effect, but others are still being finalized, so boards are being asked to take digital governance seriously while the legal floor under their feet is still …
Environmental sustainability has become a cornerstone of modern corporate responsibility. Yet, a troubling trend lies beneath the glossy reports and bold claims: greenwashing, a way for companies to build a fake eco-friendly image.
Greenwashing is more than just misleading marketing. …
The shareholder proposal mechanism under SEC Rule 14a‑8 occupies a distinctive position in U.S. corporate governance. Created in 1942 as part of the federal proxy system, it enables shareholders to express views on corporate policy while leaving decision-making authority with …
Last week, J.P. Morgan Asset Management (“JPAM”) disclosed that it would no longer rely on the voting recommendations or data collectedby third-party proxy advisors, including Institutional Shareholder Services Inc. (“ISS”) and Glass, Lewis & Co. LLC (“Glass Lewis”), in the …
Law and finance scholars have long found corporate law largely irrelevant for startups and venture capital (VC)because founders and investors often “contract around” mandatory rules. Yet this finding conflicts with persistent empirical patterns. Most VC-backed startups in the United …
Corporations have long played a central role in the development of science, producing foundational advances that have reshaped entire fields. Yet these contributions cannot be taken for granted. Over the past several decades, many corporations have retreated from scientific research. …
Recent disclosures by Anthropic and OpenAI highlight a pivotal shift in the cyber threat landscape: AI is no longer merely a tool that aids attackers, in some cases, it has become the attacker itself. Together, these incidents illustrate immediate implications …