Sky Blog
It is well-known that equity is a central part of corporate law, and courts do not hesitate to remind litigants of that fact. Yet, a fuller appreciation of what equity means for corporate law is still lacking. In a recent …
The 2024 proxy season was characterized by a high volume of shareholder proposals submitted to companies, including proposals relating to topical issues such as artificial intelligence (“AI”) and political lobbying and spending. In addition, the number of no-action requests submitted …
Since the 1990s, regulatory reforms worldwide have significantly increased the independence of corporate boards. By 2023, nearly all of the top 50 equity markets had implemented minimum requirements for board or board committee independence. While extensive literature highlights the benefits …
The Criminal Division is on the front lines of the Justice Department’s efforts to hold culpable individuals and companies accountable for corporate crime. We also develop innovative policies both to encourage companies to be good corporate citizens and to enhance …
On August 28, 2024, the Financial Crimes Enforcement Network (FinCEN) issued a final rule to add “investment adviser” to the definition of “financial institution” under the regulations implementing the Bank Secrecy Act (BSA). The final rule defines the term “investment …
The Internal Revenue Service (IRS) routinely monitors public companies to assess compliance with tax laws. The frequency of this monitoring is expected to increase significantly since the IRS recently announced its updated Strategic Operating Plan associated with the Inflation Reduction …
In the corporate governance literature, there’s little about the corporate secretary, an information intermediary for the board, who attends all board meetings and serves a role inextricably linked to the risk of litigation. Corporate secretaries (CSs) advise the board and …
In a typical activist campaign, the activist threatens to launch a proxy fight unless the board of directors agrees to take certain actions to increase shareholder value, such as selling off company assets or replacing the CEO. Increasingly, however, there …
Can we speak of a “purpose” for corporations or, more broadly, corporate law? The doctrine of shareholder primacy has long had an easy answer: Both individual corporations and corporate law should strive to maximize shareholder wealth. But this reductive and …
The term “private benefits of control” refers to the privileges and advantages that accrue to controlling shareholders at the exclusion of minority shareholders. These benefits can take a variety of forms, ranging from cash extractions to more intangible manifestations, such …
How do shareholders want companies to manage political spending? This is a critical question for senior management and boards as the 2024 elections enter the final stage and the 2025 proxy season opens. It’s particularly important and timely as companies …
In recent years, technological advances and structural shifts have catalyzed a surge in corporate investments in research and development (R&D), intellectual property, and other intangible assets. These developments reflect the growing importance of innovation-driven growth in the modern economy. In …
In the realm of corporate law, board directors are bound by fiduciary duties of loyalty and care to both the company and its stockholders.[1] The interpretation of these duties, however, is national, even in the European Union, despite its …
High-quality information and managers are essential to firms’ success, with the former allowing firms to accurately evaluate prospective investments and the latter helping to ensure those investments pay off. Yet the value of information and managers to a firm are …
As corporate directors and other private actors have taken on public or quasi-public functions like reigning in conflicted executives or approving healthcare claims, fiduciary duties have expanded to protect the vulnerable and bridge the gap between public and private law.…
The differences between Nevada and Delaware corporate law – which I call “Nevadaware divergence” – are the subject of media attention, scholarly critique, and current litigation. The common wisdom is that Nevada is, as some say, “the place to reincorporate …
In recent years, climate change and stakeholder demand for sustainable practices have prompted increasing numbers of companies to account for environmental, social, and governance (ESG) factors in their business strategies. Companies’ success in doing so can be measured with ESG …
Each of the two most oft-propounded notions of ESG – environmental, social, and governance – carries some persuasive weight in the debate about ESG’s impact on corporate governance. If ESG results in a sharper focus on risk management and better …
On July 25, 2024, the U.S. prudential bank regulators released a Joint Statement on Banks’ Arrangements With Third Parties To Deliver Bank Deposit Products and Services (Joint Statement),1 along with a request for information on bank-fintech arrangements (RFI) issued …
New research provides evidence that legally nonbinding commitments from corporate managers to Environmental, Social, and Governance (ESG) principles may help predict subsequent corporate behavior. [1] This study provides cautiously optimistic evidence that CEOs who claim to consider the ethical implications …