Sky Blog
There have recently been three excellent working papers on the problems facing Delaware corporate law—one by Professor Charles Whitehead, one by Professors Marcel Kahan and Ed Rock, and one by practitioners Greg Varallo, Andrew Blumberg, and Ben Potts…
The Delaware Supreme Court is considering a constitutional challenge to SB21’s major amendments to Section 144 of the Delaware General Corporation Law. The challenge, in Thomas Rutledge v. Clearway Energy Group, et al, comes as Delaware is ostensibly facing the …
Delaware retains the dominant position in the jurisdictional competition for corporate charters, but its lead looks increasingly tenuous. During the period 2024 through the first half of 2025, only five public companies with a market capitalization greater than $250 million …
Insiders such as executives, directors, and large shareholders often use company stock as collateral for personal loans. This practice is widespread but lightly regulated, and to many it has long seemed a harmless perk of wealth and a private decision …
The nature of the corporation remains one of the most contested questions in corporate law theory. In a recent working paper, Jenkin Chim and I defend real entity theory against critiques by professors Stephen Bainbridge and Susan Watson.
The real …
The rapid rise of technologies such as artificial intelligence (AI) and blockchain is placing significant pressure on the established framework of corporate law. This pressure raises fundamental questions about whether these innovations require minor regulatory updates or warrant a re-examination …
For decades, European policymakers have aspired to create a single capital market capable of financing innovation on a scale comparable to that of the United States. Yet, as reiterated by the recent Letta and Draghi Reports, that ambition remains …
Policymakers and academics have extensively debated the extent and the nature of the revolving door phenomenon – the movement of workers between the government and the private sector. Proponents claim that the flow of former regulators to commercial firms fosters …
SEC Chairman Paul Atkins’ speech last week in Delaware sounded to many like a death knell for shareholder proposals under Rule 14a-8. In fact, it was far more strategic: the opening move to test whether Delaware corporate law even permits …
A central challenge to the effectiveness of shareholder voting is the collective action problem, where dispersed individual shareholders lack sufficient incentives to use their voting rights effectively. The problem is prevalent among retail investors, whose small ownership stakes and minimal …
On October 15, the Delaware Supreme Court heard arguments in In re Tesla, Inc. Derivative Litigation, more commonly known as Richard J. Tornetta v. Elon Musk, et al. and Tesla, Inc., the stockholder derivative action rescinding Elon Musk’s …
Oceans of ink have been spilled analyzing the corporate world’s criticism of Delaware case outcomes in recent years and the Delaware legislative response in February 2025. In the wake of all that ink came discussions of whether corporate CEOs, boards, …
Over the past decade, the meaning of shareholder democracy has shifted dramatically. Investors are no longer a uniform bloc, focused solely on financial returns, but increasingly diverse. Some press companies to pursue environmental and social goals, while others adhere to …
On September 2, 2025, U.S. Representative Zachary Nunn sent a letter to the chair of the Committee on Foreign Investment in the United States (CFIUS) highlighting concerns over ownership transparency of certain bitcoin mining firms and suppliers connected to China. …
Companies around the world are under pressure to diversify their executive leadership, while facing skepticism about their efforts. In a new study, we examine women’s entry into and exit from the highest levels of corporate leadership.
Research …
Going public represents a milestone in corporate evolution, opening doors to capital markets and enabling expansion. Yet what if this achievement comes with hidden costs for the people who work at these companies? Our recent analysis of millions of Glassdoor …
A corporate governance revolution is underway. The conventional depiction of the U.S. capital markets has focused on the presence of large institutional shareholders and their substantial influence over the economy. But in the past two years, in response to political …
Must a company allow a stockholder, no matter the size of its stake, to submit non-binding proposals for stockholder action at a meeting, regardless of their number or subject matter? The answer depends on whether, under Delaware law, stockholders have …
For over a century, Delaware’s dominance in corporate law has been credited to an expert judiciary, deep case law, a specialized bar, a responsive legislature, and relative insulation from interest-group politics. Recent legislative and jurisprudential events, however, have caused observers …
The gap between CEO and worker pay in the U.S. has become a chasm. According to the Economic Policy Institute, the CEO-to-worker compensation ratio skyrocketed from 21-to-1 in 1965 to a staggering 344-to-1 in 2022.[1] This widening disparity has …