Sky Blog
For a century, Delaware has dominated American corporate law by securing incorporations from most public companies. This market share made Delaware law a common language among American business lawyers and law professors. Outsize attention to Delaware leaves other states, like …
If there are two hegemonic ideas in academic corporate over the past half century, they are that corporate governance is defined by the “principal-agent” model and that the corporation is in essence a “nexus of contracts.” These ideas are the …
Assurance providers, a type of green gatekeeper, certify the accuracy of sustainability information. In a new paper, we analyze the market for assurance services, asking whether they should be regulated and, if so, how.
Assurance providers do with sustainability-related …
Boards often clear a related-party transaction once it has been disclosed, reviewed, and priced on fair terms. In a recent article, we suggest that this may not be enough. The same transaction can be a sensible business arrangement under one …
Contrary to the popular narrative, leading firms, supported by overwhelming shareholder majorities, have maintained their commitment to diversity, equity, and inclusion (DEI). The reason is simple—inclusive practices improve corporate governance.
Literature from finance, management, sociology, and psychology illustrates that both …
In a new paper, I offer three interpretations of stakeholder theory—one economic, one philosophical, and one political.
Traditional principles of corporate law require directors to manage the corporation for the benefit of its shareholders. Stakeholder …
Public debate about investor fiduciary duties over the past few years has become polarized and inaccurate. Commentators often ignore established fiduciary-duty principles and fail to recognize nuances of the duties they do address. As a result, many public fund fiduciaries …
In a recently published paper I argue that the recent surge in shareholder activism in Japan is not simply the product of Japanese policy reforms. Rather, it results from a convergence of two parallel historical trajectories: a decades-long evolution of …
In March 2025, Delaware enacted sweeping changes to its General Corporation Law (DGCL) § 144, reshaping the treatment of transactions involving interested directors, officers, and controlling stockholders. Subsection (a) of § 144 provides safe harbors for transactions between a corporation …
Index funds now cast roughly a quarter of the shareholder votes at America’s largest companies. Yet the investors whose money they manage have little say in how those votes are cast, and the funds themselves would often rather not cast …
A.I.-powered note takers have become increasingly common in corporate meetings, with executives, boards, and a broad range of employees utilizing tools that automatically transcribe and summarize conversations in real time.[1]While these tools offer clear productivity benefits, their use …
AI no longer just answers questions. The new systems, called AI agents, take autonomous actions: They book travel, write and run code, move money, and even run a cafe. Soon there will be billions of them, swarming, merging, splitting, …
Boards advise on strategy, risk, and a variety of leadership, organizational, and geopolitical topics. While individual directors are selected with these specific skills in mind, it is unlikely that any begin or complete their tenure with full knowledge to resolve …
The European Commission’s proposed EU Inc. (COM(2026) 321 final) seeks to create a new, optional corporate form that can operate across the European Union as a 28th regime alongside national company laws. The proposal forms part of …
It’s no secret that most ordinary investors don’t read the securities disclosures that firms are legally required to produce, and research shows that most people cannot effectively absorb the volume and complexity of information in a prospectus or annual report. …
For the past two decades, Delaware court decisions addressing non-majority control have aligned with one of two competing schools of thought. A functional school has examined the ability to exercise control over corporate conduct, considered multiple sources of influence, and …
The rapidly changing business environment and evolving best practices for corporate governance are reshaping the agenda of the board committee responsible for companies’ people – or “human capital.” The human capital committee (or similarly named body) is typically charged with …
ExxonMobil’s proposal to change its domicile from New Jersey to Texas offers an important test of a principle that, in a forthcoming article, Corporate Disenfranchisement, Sergio Alberto Gramitto Ricci and I call the Leopard Paradigm. The paradigm holds …
For decades, public corporations have generally treated Delaware as the state of choice for incorporation. Exxon Mobil’s proposed reincorporation from New Jersey to Texas challenges that approach in a distinctive way: Exxon was never a Delaware corporation at all.
That …
On May 11, two of the world’s most valuable private companies all but admitted that the AI private market boom has been built on shaky legal ground.
OpenAI announced that unauthorized transfers of its equity, which were made through special …