Columbia Law School
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Corporate Governance
Skadden Discusses Increasing Shareholder Activism in Europe
Key Points
- The number of activist campaigns launched against European companies rose again in 2023, with a new focus on German targets.
- Many activists surveyed believe that France offers them good opportunities.
- Most of the companies surveyed said they have
Paul Weiss Discusses Delaware Chancery Ruling on Controllers’ Fiduciary Duties When Exercising Stockholder Rights
In In re Sears Hometown and Outlet Stores, Inc. Stockholder Litigation, the Delaware Court of Chancery (in an opinion by Vice Chancellor J. Travis Laster) clarified that, when exercising stockholder rights to alter a corporation’s status quo, controllers owe …
Cleary Gottlieb Discusses AI’s Risks for Boards and Managers
Artificial intelligence (AI)[1] was the biggest technology news of 2023. AI continues to revolutionize business in big and small ways, ranging from disrupting entire business models to making basic support functions more efficient. Observers have rightly focused on the …
Why Multi-Class Shares Are Good for Society
Pension funds and other institutional investors rail against dual-class shares and other tiered voting structures while companies fight vigorously to defend them. The debate over the “one share one vote” doctrine is not, however, solely jurisprudential – economists have conducted …
Sullivan & Cromwell Discusses Information-Sharing Between Activists and Their Director Nominees
Recently, the Delaware Court of Chancery held in Icahn v. Illumina that a director was not permitted to share confidential and privileged information he received in connection with his board service with the activist stockholders that nominated him for election.…
Cleary Gottlieb Discusses How Companies Can Meet Fiduciary Duties When Speaking on Public Issues
Companies today face more pressure to speak on social and political issues than ever before. With the constant barrage of issues, the consequences of any course of action can be hard to predict. Speaking up can risk backlash for saying …
How Treating Government Controlling Shareholders as Fiduciaries Could Help Address Climate Change
State-owned enterprises (SOEs) can help cause but also solve the climate crisis. A lot depends on the controlling shareholders of SOEs – governments – which wield significant legal and economic power over SOEs’ actions. If we are serious about holding …
The Role of Corporate Boards in Disclosure Policy and Enforcement
Managers have strong incentives to present a favorable image of their companies to investors, analysts, and the public, raising concerns about the credibility of voluntary disclosures. These concerns are particularly severe for unaudited forward-looking disclosures because they are often qualitative …
Why Do Companies Appoint Tainted Executives as Outside Directors?
Active and retired top executives are prime candidates for outside director positions. Conventional wisdom suggests that these individuals’ experience equips them to serve effectively as monitors and advisers to management. Nevertheless, the business press has revealed that some executives remain …
How Direct Listings Compare With Initial Public Offerings
Initial public offerings (IPOs) and direct listings (DLs) offer two different mechanisms for a firm to obtain a listing in the public capital markets. Historically, DLs have been rare in the U.S., but that has changed in recent years, starting …
Paul Weiss Discusses New California Non-Compete Laws
- California enacted two non-compete laws, Senate Bill 699 (SB 699) and Assembly Bill 1076 (AB 1076), both of which went into effect on January 1, 2024. These laws, discussed in more detail below, add new requirements and penalties to California’s
Wachtell Lipton Discusses Compensation Season 2024
In contrast to the volatility that vexed the economy in 2022, markets rose in 2023 as inflation fell and the labor market remained strong. Entering 2024, ongoing international instability, rapidly changing technology and the United States presidential campaign are certain …
Corporate Governance Lessons from the OpenAI Controversy
The ongoing controversy surrounding the artificial intelligence company OpenAI, Inc. (OpenAI) offers valuable, broad-based governance lessons for corporate boards across industry sectors and regardless of whether they are for-profit or non-profit companies. The lessons include those relating to mission restrictions, …
The Promise and Perils of Promoting ESG With Demand-Side Regulation
In recent years, regulators and other proponents of greater corporate attention to environmental, social, and governance (ESG) factors have treated boards of directors as, in effect, supplying ESG, making the decisions that take ESG into account. Yet there are obvious …
How Gender Diversity at the Top of Law Firms Can Mask Poor Diversity Practices Overall
Public attention usually focuses on the top of organizations –CEOs of public companies or senior partners at law firms. When it comes to gender diversity, for example, companies and firms are often judged based on the percentage of women on …
How Stressing ESG Affects Firm Value
The intersection of business and sustainability has undergone a transformative shift in recent years. Once relegated to the periphery of corporate consciousness, environmental, social, and governance (ESG) factors are now at the forefront of companies’ strategic considerations. Yet they raise …
What Explains the Rise of ESG Assurance?
Over the last decade, investors and other stakeholders have demonstrated a preference for firms that embrace good environmental, social, and governance (ESG) practices. It is natural, therefore for firms to try to improve their ESG profiles through ESG disclosures. The …
Paul Hastings Discusses Delaware Chancery Decision Upholding Advance Notice and Striking Down Bylaw Amendments
In Kellner v. AIM Immunotech Inc., et al. (December 28, 2023), Vice Chancellor Will upheld the company’s rejection of an advance notice of nomination finding that the Board acted reasonably and equitably in rejecting the notice and that it did …
Do Board Diversity Mandates Violate Free Speech?
In a forthcoming article, I explore an often overlooked yet important facet of corporate governance: the interplay between state-mandated board diversity and First Amendment rights. My focus is on instances where states obligate corporations to meet specific quotas for board …