Sky Blog
Ask whether a shareholder may submit a proposal to a U.S. corporation, examine the corporation’s records, or file a derivative suit, and the accurate answer is now another question: How much stock does the shareholder own? In a new article…
In an important decision interpreting the new Section 144 of the Delaware General Corporation Law—added by the adoption of SB 21 in 2025—the Court of Chancery last week preliminarily enjoined a proposed recapitalization of Cloudflare, Inc. designed to preserve founder …
In a new paper considering the two leading theories of corporate governance, shareholder theory and stakeholder theory, I argue that stakeholder theory is fatally flawed. Stakeholder theory holds that, in making business decisions, directors should consider the interests of …
On September 24, 2026, the Board of Governors of the Federal Reserve System (Board) issued two companion notices of proposed rulemaking to implement its responsibilities under the Guiding and Establishing National Innovation for U.S. Stablecoins Act (GENIUS Act or Act).…
There are four forms of corporate bad faith: intentional misconduct, knowing violation of law (Massey), violation of the duty of oversight (Caremark), and corporate waste. Each is a distinct theory of the case in a cause …
Corporate officers occupy an unusual place in corporate law. They are among the most important actors in the modern corporation, making many of the decisions that shape a company’s day-to-day operations, strategy, risk taking, and compliance.[1] Yet compared with …
Under corporate law, boards of directors have long had the right to rely on reports and other information supplied by management. This “right of reliance” derives from the board’s power to delegate day-to-day operational responsibility to management. However, it is …
For more than a century, exchanges have governed markets as much as they have operated them. While creating liquidity, they have also functioned as private lawmakers within a public regulatory framework by establishing listing standards and disclosure obligations, monitoring issuers, …
Greenwashing is usually treated as a problem of corporate deception. Firms make environmental claims that exaggerate, selectively disclose, or obscure their actual sustainability performance. Greenwashing leaves investors, consumers, employees, and regulators with an overly favorable impression, thereby stifling true progress. …
Anthropic, a public benefit corporation (PBC), continues to offer food for thought on corporate governance and its mission to develop AI responsibly and for the long-term benefit of humanity. The frontier AI laboratory is preparing to enter public markets with …
In a recent article, we argue that chapter 11 fundamentally changes the corporate-governance regime applicable to a business, but that courts and practitioners have largely failed to recognize the significance of that change. Although corporate law ordinarily is a …
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 …