Sky Blog
For over a century, Delaware’s dominance in corporate law has been credited to an expert judiciary, deep case law, a specialized bar, a responsive legislature, and relative insulation from interest-group politics. Recent legislative and jurisprudential events, however, have caused observers …
The gap between CEO and worker pay in the U.S. has become a chasm. According to the Economic Policy Institute, the CEO-to-worker compensation ratio skyrocketed from 21-to-1 in 1965 to a staggering 344-to-1 in 2022.[1] This widening disparity has …
On September 15, 2025, Elon Musk filed a disclosure with the U.S. Securities and Exchange Commission (SEC) indicating that he had acquired approximately 2.57 million shares of Tesla Inc. in open-market transactions on September 12, at a cost of nearly …
The debate over corporate purpose – whether companies should serve shareholders exclusively or balance the interests of a broader set of stakeholders – has become one of the defining issues in corporate governance. With climate change and sustainability shaping regulatory …
Elon Musk is once again testing the boundaries of the law on fiduciary duties. In September 2025, Tesla proposed to give him a new compensation package valued at more than $1 trillion, the largest in corporate history. Shareholders are scheduled …
Activist investors and blockholders are unable to restructure and turnaround poorly performing banks, making it unlikely that they can enhance bank performance and contribute to financial stability. We argue that regulation and supervision hinder the flow of information needed to …
Advocates of blockchain technology promised that it would revolutionize governance through strong commitments, transparency, and “trustlessness” – the absence of any need to trust a bank or other intermediary. In a recent paper, I argue that these promises have largely …
The growing body of governance literature offers no shortage of views on what boards ought to concern themselves with beyond the routine fare of overseeing management and discussing strategy and finances. Depending on the perspective of the author, topics range …
The successful takeover bid by Monte dei Paschi di Siena (MPS) for Mediobanca is a landmark event in Italian corporate history. While offering lessons for corporate governance in Delaware and the U.S. generally, it sheds new light on an old …
For more than a decade, the European Union has styled itself as the custodian of digital civilization. If Silicon Valley built the engines, and Shenzhen perfected the replication, Brussels has written the rulebook. After the General Data Protection Regulation (GDPR)
Sidney Weinberg and his son John Weinberg both served as longstanding chairmen of Goldman Sachs. Recently, John’s 1948 Princeton undergraduate thesis came to light. Like a 1933 memorandum and a 1949 speech by Sidney, it addressed a fundamental issue: What …
In a new article, I argue that, under current Delaware law, there is a collision between the definition of pre-suit demand and shareholder voice. To demonstrate, imagine that a sophisticated institutional shareholder of a Delaware public corporation has determined that …
Shareholder proposals on political issues—particularly lobbying spending disclosure and campaign finance issues—have been a common part of the proxy landscape for some time now. This proxy season, proposals seeking greater transparency around corporate political spending had surprising success compared to …
As technology’s importance to companies grows, so does the need for what we call “digital governance:” leveraging technology within governance structures and managing the risks it presents. In a recent paper, we examine how China and India are addressing …
Robust shareholder engagement continues to be a critical component of corporate governance, as well as a key element of shareholder activism preparedness. Proactively maintaining a dialogue with the company’s largest shareholders allows the company to establish credibility, lay out its …
Telecommuting technologies have enabled widespread remote work, but it has also blurred the line between work and personal life. Constant connectivity has fostered an “always-on” culture, raising concerns that employees are increasingly vulnerable to overwork, burnout, and declining mental health. …
Critiques of both ESG and anti-ESG shareholder proposals[1] provide a valuable opportunity to clarify what matters in modern corporate governance: active shareholder participation, empirical evidence, and a holistic understanding of risk. While Michael Levin and others rightly highlight the …
Proxy advisers play a pivotal role in corporate governance by providing institutional investors with recommendations on how to vote at shareholder meetings. These firms influence key corporate decisions, including the election of directors, executive compensation, and governance policies, thereby exerting …
In an era of heightened political uncertainty – from gridlock in Washington to changes within the European Union – political risk has become a top concern for many boards of directors. Firms often cultivate political connections to mitigate these risks …
The rise of work-from-home following the COVID-19 pandemic sparked vigorous debate about its impact on productivity. While other studies have focused on routine tasks like call center operations or data entry, our recent study examines a high-skilled group: equity analysts, …