Sky Blog
AI is having a clear impact on investor relations as corporate issuers tap AI for stress-testing messaging and benchmarking shareholder proposals, while taking a gradual approach before handing over IR to HAL.
This is according to a new survey by …
In the Iliad and the Odyssey, heroes are only what society says they are. What constrains the likes of Achilles and Odysseus, then, is not fear of the gods or some codified prohibitions, but models of honor and the gaze …
On September 2, 2026, the staff of the SEC’s Division of Corporation Finance issued three new interpretations addressing when a shareholder reporting beneficial ownership on Schedule 13G may engage with an issuer or with participants in a proxy contest without …
Last year, we identified ten trends that we expected to shape shareholder activism in 2026. Those trends included: increasing M&A-focused activism, emboldened occasional activists, less visibility into shareholder views, the normalization of serving as a dissident nominee, and more “withhold” …
In Drakes Landing Associates, L.P. v. Tilden Park Capital Management, L.P. (Del. Ch. July 29, 2026), the Delaware Court of Chancery confronted an issue of first impression: how, if at all, the Revlon enhanced-scrutiny framework applies when the board of …
In 2015, Mark Carney, then Governor of the Bank of England and now Prime Minister of Canada, named a problem that financial markets had begun to confront but had difficulty articulating, “the tragedy of the horizon.” As we …
Key Points
The prevailing law and economics account treats the evolution of corporate law as a series of neutral, efficiency-driven adjustments. Scholars who study the Global South describe something messier. Corporate law in any given country is the product of political and …
In a significant decision for public companies facing activism, the Delaware Court of Chancery last week held that a board may not reject a director nomination notice based on disclosure requirements that are not explicitly spelled out in the corporation’s …
On July 16, 2025, for perhaps the first time in the history of Delaware corporate law, a Caremark claim involving a public company director went to trial. Meta stockholders brought an $8 billion claim against the company’s directors and officers, …
Few empirical studies end up on both sides of a major regulatory fight, and fewer still get accused of being read too selectively by one side. My 2021 study on Israel’s voluntary transition to semiannual reporting has been at the …
Raising a first-time private fund is extraordinarily difficult. Incumbent managers have long-held and significant advantages in fundraising, and the challenge of breaking into the industry has only grown steeper in recent years as fundraising has slowed and capital has consolidated …
Private equity has historically operated within a governance environment in which external capital-market scrutiny largely constrained sponsor behavior. In particular, credible “exit” events, such as initial public offerings or sales to genuinely independent acquirers, have served as recurring moments of …
In January 2025, Target Corporation quietly dismantled the DEI infrastructure it had built in the wake of George Floyd’s murder. There was no press release and no acknowledgment of retreat. Within weeks, other public companies followed. Yet Costco made the …
Delaware corporate law demands neither omniscience nor infallibility from directors, but rather a good-faith effort. The Delaware Court of Chancery reaffirmed that principle yesterday in a decision dismissing claims that current and former directors of Boeing breached their oversight duty …
Institutional investors’ rising ownership of publicly traded shares and its implications for corporate governance have prompted scrutiny in both the United States and Australia. In the U.S., shares are increasingly in the hands of the Big Three index funds: BlackRock, …
Can the method of making a share repurchase create a regulatory and governance paradox? In this article, we argue that it can. One increasingly popular mechanism, the accelerated share repurchase (ASR), can at sufficient scale, distort market prices, force the …
Artificial intelligence at work is not merely a productivity story; it is a governance stress test. Unlike earlier waves of automation, which displaced routine, codifiable tasks, contemporary AI reaches into nonroutine, judgment-heavy work—drafting, summarizing, scheduling, retrieving information, maintaining code—the cognitive …
Principles and practices of good corporate governance offer a potentially powerful way to manage uncertainty that is often unrealized. Boards allocate capital based on probabilistic assessments of outcomes they often cannot control. Risk committees price scenarios that may never materialize. …
In resolving a significant issue of first impression, the Delaware Court of Chancery held today that directors of public benefit corporations approving a change-of-control transaction are not required to maximize stockholder value. Drakes Landing Assocs., L.P. v. Tilden Park Cap. …