Sky Blog
Issues of labor mobility gained significant attention last year following U.S. bans on non-compete agreements. While the debate on non-competes has many dimensions, this post focuses on how to address firm governance, improve labor welfare, and reduce the loss to …
Delaware courts reserve their entire fairness standard of review – the state’s “most onerous standard” – for, among others, cases involving conflicted controllers.[1] In recent years, there is a view that the standard’s application (or at least the procedural …
Activist investors often think that the classification of boards abets sloth, protecting directors from shareholder input. Yet boards understandably value the durability and continuity of multi-year terms, which give them the bargaining power to pursue long-term plans. Companies often try …
The dominant shareholder primacy model of corporate governance makes shareholder wealth maximization both the purpose of a corporation and the only legitimate consideration for decisions by corporate directors. Yet that single-stakeholder model is under attack on several fronts. Numerous scholars …
On March 26, 2025, Delaware Governor Meyer signed into law Senate Bill 21 (“SB21”) updating Delaware’s corporate law. While there has been considerable discussion of whether the bill was beneficial or detrimental to shareholders, we show that there is no …
Shareholder activism has undergone a striking transformation over the past four decades. What began in the 1980s as a brash and often combative movement led by so-called corporate raiders has matured into a sophisticated, globally attuned, and strategically agile phenomenon. …
On April 8, 2025, a sweeping rule issued by the US Department of Justice (DOJ) took effect. The rule imposes restrictions—and in some cases, outright prohibitions—on US companies in connection with certain types of data brokerage, vendor relationships, employment arrangements, …
Founders and early investors increasingly maintain control of companies while holding small economic stakes in them – raising fundamental questions about how Delaware courts can enforce accountability in corporate governance. In a new working paper, I challenge the courts’ …
The SEC’s Division of Corporation Finance has announced improvements to its policies for draft registration statements that will be welcomed by both companies and underwriters.
Following recent statements by Acting SEC Chair Mark Uyeda calling for a return to the …
On February 11, 2025, Institutional Shareholder Services, Inc. (ISS) announced that it will be halting consideration of certain diversity factors indefinitely when making vote recommendations with respect to the election and re-election of U.S. company directors under its Benchmark and …
For years, activist investors and corporate governance advocates have fought to eliminate classified boards at public companies. Classified (or staggered) boards, which only allow a portion of directors to be replaced at each annual meeting, are sometimes seen as a …
Venture capital (VC) is a key driver of economic growth. A substantial body of legal and financial scholarship has examined the institutional factors that shape VC activity. In the first of two papers, we build on the idea that the …
The recent market downturn driven by uncertainty on tariffs, domestic policy shifts and the changing geopolitical landscape will continue to create new opportunities for activists in 2025. We highlight below how activism may evolve in the coming months:
Market Volatility …
For decades, artificial intelligence (AI) was the stuff of science fiction. Today, it is fueling one of the biggest investment booms in history. In 2024 alone, venture capitalists poured over $209 billion into AI startups—a 30% jump from the previous …
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 …