Sky Blog
The Delaware Supreme Court’s recent decision in Moelis & Company v. West Palm Beach Firefighters’ Pension Fund distinguished “void” corporate acts from “voidable” ones in a way that will significantly affect future stockholder litigation.[1] The distinction is important because …
Many companies approaching an initial public offering face a familiar concern: whether the underwriters responsible for marketing the deal are fully aligned with the issuer’s interests. IPO underpricing – the tendency for shares to jump in price on the first …
AI adoption is now mainstream: 88% of businesses use AI in at least one function, with global spending expected to exceed $1.5 trillion in 2025 and approach $2 trillion in 2026. As organizations race to scale AI, many have relied …
Why do we still mark the beginning of corporate existence with the filing of a charter? Why file charters publicly when the content is overwhelmingly focused on internal stock rights? Why does the leading jurisdiction of Delaware make charters so …
The Modigliani-Miller (MM) Theorem and the Coase Theorem are two of the most important contributions to modern economics. Their insights earned Nobel Prizes for their authors, with MM transforming how economists and legal scholars analyze corporate financial policy and Coase …
Too often, for-profit and nonprofit boards are passive, deferential, or both. Their failures to engage their critical faculties have resulted in serious harms as diverse as Boeing planes crashing and the NRA squandering millions of dollars. Boeing’s massive safety failures …
Corporate oversight under Delaware law rests on the two bases for liability, each identified in In re Caremark International Inc. Derivative Litigation (“Caremark”) and reaffirmed in Stone v. Ritter. The first is a failure to implement any reporting …
Boards face increasingly demanding requirements for oversight. It is no longer enough to have a compliance program on paper. Regulators, courts, and investors expect boards to ensure that compliance systems function to prevent, detect, and respond to misconduct. That expectation …
In May 2025, an important and largely unnoticed development occurred in the corporate-law competition among states. In response to Delaware’s SB 21, Nevada enacted AB239, extending its exculpation statute — which had previously shielded only directors and officers from …
In a recent decision that financial advisors should take note of, the Delaware Court of Chancery declined to dismiss a claim that a financial advisor aided and abetted breaches of fiduciary duty by the board of directors of a special …
The 2026 edition of the annual Chief Legal Officers Survey (“Survey”) from the Association of Corporate Counsel validates the continuing evolution of senior in-house corporate counsel from strictly technical experts to also wise counselors and business partners to management. In …
On February 4, Judge Alan Albright of the U.S. District Court for the Western District of Texas issued an opinion declaring Texas’ anti-ESG law Senate Bill 13 (“SB 13”) to be unconstitutional under the First and Fourteenth Amendments, due to
“If we want things to stay as they are, things will have to change.” This maxim from Giuseppe Tomasi di Lampedusa’s classic novel, The Leopard, captures the central insight of our new article. In the novel, a Sicilian aristocrat watches …
When a core product feature depends on an external AI model operated by another company, part of the product’s behavior and customer experience is effectively outsourced. That changes what the company can promise customers, what it can test before launch, …
The shareholder proposal process is currently the subject of renewed scrutiny and critique. Detractors have raised concerns about cost, legitimacy, and federalism. The Securities and Exchange Commission has announced its intent to conduct a formal rulemaking to alter the shareholder …
Independent monitorships have become a familiar feature of modern corporate enforcement. Once largely confined to court-appointed special masters in public law litigation, monitors are now routinely imposed in corporate settlements with the Department of Justice, the Securities and Exchange Commission, …
In boardrooms, courtrooms, and regulatory debates, corporate short-termism is often treated as a problem to be solved. Executives who focus too heavily on quarterly earnings, critics argue, sacrifice long-term value by cutting investment, skimping on innovation, and prioritizing optics over …
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 …