Sky Blog
In the debate over introducing ideas from environmental and sustainability regulation to corporate law, one major issue has been largely missing: discounting frameworks. Discounting is important for evaluating the future benefits of investment today and is used by both social …
Under Section 141 of the Delaware General Corporation Law, a corporate board could theoretically create a committee consisting of a single director, call her Daphne, to whom it gives a veto right over all decisions taken by the full board. …
The venture capital (VC) industry has expanded greatly over the past several decades as innovative startups have become a key driver of economic growth and innovation in the United States. Foundational scholarly accounts of startup governance focused on the VC-entrepreneur …
Less than two years after announcing a more aggressive approach to enforcement, the CFTC Division of Enforcement has issued a new policy on self-reporting and cooperation credit that replaces all previous Division policies on enforcement matters, stressing a more balanced …
At a recent Columbia Law School colloquium, participants posed a foundational question: How do corporate law standards of fiduciary duty relate to what scientists call the “climate emergency”?[1]
Unfortunately, under what I will call the Maximization Model of fiduciary …
On February 21, 2025, at the Colloquium on Climate Change and Fiduciary Duty hosted by the Sabin Center for Climate Change Law and The Millstein Center at Columbia Law School, Leo E. Strine, Jr., gave the keynote lecture, entitled Steady …
In a recent article, I analyze the function of shareholder ratification in corporate governance and argue that understanding this function is critical to both refining shareholder-based cleansing mechanisms and appreciating their inherent limitations. Although I focus on Corwin cleansing in …
Fear that more companies might follow Tesla and reincorporate outside Delaware has been roiling the corporate world, driven by recent court decisions that impose relatively stringent controls on controlling shareholders. In response, Delaware’s legislature is considering Senate Bill 21 (SB …
The lead of the U.S. Securities and Exchange Commission’s (SEC’s) new Crypto Task Force (Task Force), Commissioner Hester Peirce, recently laid out principles for how the Task Force will approach regulation and provided a roadmap for specific issues the Task …
My colleague Eric Talley at Columbia Law School has proposed an ingenious modification of SB 21 – scheduled for a vote today in the Delaware legislature – that highlights the contractarian traditions of Delaware law and builds off the experience …
Where do entities incorporate? The question is of perennial interest to academics who wish to research and teach the laws that govern many companies. It is of particular interest now, given a string of controversial court decisions and legislative responses…
As I write this from the Tulane Corporate Law Institute’s annual conference in New Orleans, the energy is palpable. While Mardi Gras revelers have vacated the streets, they’ve been replaced by a different phalanx of uncharacteristically confrontational carousers: corporate law …
On February 20, Delaware Supreme Court Chief Justice Collins Seitz met with members of the state’s General Assembly and delivered some sobering words: “Along with our respect for your legislative judgments, I ask you to consider the importance of judicial …
In a new article, we challenge one of corporate law’s most persistent narratives: the concept of “shareholder democracy.” With people on opposing sides of recent high-profile battles at companies like Disney, Tesla, and Exxon invoking “shareholder democracy” to support their …
FinCEN announced that it will not impose fines or penalties on companies that do not submit their beneficial ownership information reports by the upcoming deadline of March 21, 2025. The agency will issue an interim final rule to establish new …
We are living in a particularly polarized era, and corporate governance is no exception. The divisions have threatened to spill over to Delaware, the preferred jurisdiction for incorporation in the United States, with several high-profile cases calling the state’s neutrality …
The proposed amendments to Delaware corporate law have sparked intense debate among corporate legal scholars and practitioners. A flurry of commentary has focused thus far on the proposed changes to Section 144, which governs transactions with controlling shareholders. This post, …
In Maffei v. Palkon, the Delaware Supreme Court unanimously held that the business judgment rule applies to a corporation’s decision to change its state of incorporation, even if the move arguably favors a controlling stockholder by reducing future liability …
The recently introduced Delaware Senate bill that would amend the Delaware General Corporation Law (DGCL) provision dealing with conflict of interest transactions (SB 21) has blown up the financial news, corporate law blogosphere, and corporate law social media.[1]
Most …