Sky Blog
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 …
Though shareholder activism is a pivotally important corporate governance topic, historical analysis of shareholder engagement with publicly traded companies has generally been cursory. In a recent paper I do much to correct matters for the United States in the first
Environmental, social, and governance (ESG) considerations have moved from the periphery of corporate governance into the heart of fiduciary decision-making. What began as a largely voluntary framework for assessing non-financial risks has become a central point of legal, political, and …
What should fiduciary duty require when new technology allows corporate directors to see risk more clearly? Though corporate law has long assumed that directors must make decisions under conditions of uncertainty, artificial intelligence and emerging quantum-computing tools may change what …
On April 7, the Federal Reserve chair and U.S. Treasury secretary called an emergency meeting with America’s top bank CEOs. The reason: an AI model capable of autonomously hacking major corporations, finding thousands of software vulnerabilities no human ever caught, …
Delaware’s corporate law grants officers and directors broad discretion, subject to one condition: Get the process right. Want to pay the CEO millions of dollars? Go ahead—just be sure you have a compensation committee empowered to negotiate the pay package …
ExxonMobil’s board has recommended that shareholders vote at the May 27 annual meeting to approve the company’s change in domicile from New Jersey to Texas—a move that has triggered debate about whether Texas’s recent corporate-governance reforms weaken shareholder rights relative …
Corporate governance is often described as cooperative. On this account, shareholders, directors, officers, employees, suppliers, customers, communities, and other constituencies are members of a team, each contributing to a common enterprise, and each entitled to some consideration in the distribution …
In its recent decision in Marchner v. B. Riley Financial, Inc., the Delaware Court of Chancery reaffirmed the principle that Caremark cannot be used to repackage hindsight attacks on failed investments as fiduciary breaches. The court explained that directors’ …
Activism remains a persistent and increasingly important feature of the landscape for publicly traded insurance groups.
As we have discussed in prior Debevoise Updates, activist campaigns in recent years fall into two broad categories: institutional investors holding long-term positions and …
Few issues in corporate governance have become as politically charged as environmental, social, and governance (ESG) policies. What began as a framework for integrating ESG factors into investment and risk analysis has, in recent years, turned into a broader ideological …
Corporate short-termism–where companies sacrifice long—term value for transient boosts in short-term stock prices—has long been a hot topic of debate in corporate law and political discourse. Critics argue that activist hedge funds, performance-based compensation, and quarterly reporting have forced public …