Paul Weiss Discusses New California Non-Compete Laws

By Jarrett R. Hoffman, Jean M. McLoughlin, Liza M. Velazquez, Pietro J. Signoracci and Rachel Rosenberg January 30, 2024 by renholding

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

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Wachtell Lipton Discusses Compensation Season 2024

By Jeannemarie O'Brien, Adam J. Shapiro, David E. Kahan, Michael J. Schobel and Erica E. Aho January 29, 2024 by renholding

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

By Michael W. Peregrine, Robert C. Louthian III and Charles M. Elson January 26, 2024 by renholding

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

By Thilo Kuntz January 24, 2024 by renholding

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

By Priyanka Dwivedi and Lionel Paolella January 19, 2024 by renholding

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

By Sonam Singh, Ashwin V. Malshe, Yakov Bart and Serguei Netessine January 17, 2024 by renholding

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?

By Shawn Shi January 16, 2024 by renholding

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

By Sean Donahue and Eduardo Gallardo January 16, 2024 by renholding

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?

By Salar Ghahramani January 12, 2024 by renholding

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 …

Wachtell Lipton Discusses Key Issues in Corporate Governance for 2024

By Martin Lipton, Steven A. Rosenblum, Karessa L. Cain and Carmen X.W. Lu January 10, 2024 by renholding

Over the past year, expectations for directors have continued to evolve, bringing new challenges and responsibilities to the boardroom. The remarkable speed, volume and proliferation of channels through which information travels today continue to place more scrutiny on boards and

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Toward a Dynamic View of Corporate Purpose

By Dorothy S. Lund January 9, 2024 by renholding

What is the purpose of the corporation in society? Whose interests are corporate managers supposed to advance? How can corporate law and governance best promote social welfare? For the past 50 years, most scholars and business leaders would have answered …

Dual-Class IPOs Offer Solution to Unicorn Governance Failure

By Ofer Eldar December 18, 2023 by renholding

Dual-class stock structures have proliferated in recent years. In 2017-2019, almost 30 percent of IPOs in the U.S. had a dual-class structure, and most of them were founder-controlled technology firms (Aggarwal, Eldar, Hochberg and Litov, 2020). Their increasing popularity has …

How Board Diversity Compares in Private and Public Firms

By Johan Cassel, James Weston and Emmanuel Yimfor December 14, 2023 by renholding

In today’s rapidly evolving corporate landscape, the composition of boards is not just a matter of compliance or social responsibility; it’s a strategic imperative that shapes the future of firms. Amidst growing public scrutiny and socio-economic shifts, particularly following the …

Is It the End of Entire Fairness as We Know It?

By Kyle Wagner Compton, Lauren Murphy Pringle and Justin Morse December 12, 2023 by renholding

Striving to better, oft we mar what’s well — William Shakespeare, King Lear (1606)

The Delaware Court of Chancery has, for more than a century, honed unparalleled expertise in a unique body of corporate law based on equity – and …

How Policymakers Respond to CEO Activism

By Christopher Poliquin and Young Hou December 11, 2023 by renholding

CEOs are increasingly stepping into the limelight, not as business leaders but as activists. From advocating for LGBTQ+ rights to speaking out on gun control and police use-of-force, CEOs now engage on many polarizing social and political issues. Scholars have …

Delaware Vice Chancellor Travis Laster Says Bill Barr Could Use Some Help on Delaware Law

By J. Travis Laster December 7, 2023 by renholding

The universe regularly provides reminders to remain humble, including reminders that having expertise in one area does not make you an expert in adjacent areas. Former Attorney General Bill Barr recently provided one of those reminders with his opinion column

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How It Matters Who Makes Corporate Rules

By Jonathan Chan and Ernest Lim December 5, 2023 by renholding

When it comes to corporate law and governance, substantially similar rules can be implemented and enforced by a wide range of entities. For example, regulatory agencies, legislatures, stock exchanges, and private bodies have all issued rules on climate-related risk disclosure,…

Have CEOs Changed?

By Yann Decressin, Steven N. Kaplan and Morten Sorensen November 29, 2023 by renholding

In recent years, as corporate ESG (Environmental, Social and Governance) goals have gained prominence and so-called “Millennials” and “GenZers” have entered the workforce, a sense has emerged in the media and among some academics that CEOs and other top executives …

Will Systematic Stewardship Save the Planet?

By Zohar Goshen and Assaf Hamdani November 28, 2023 by renholding

The convergence of environmental urgency and the rising power of “universal owners” – asset managers with broad-based portfolios, such as BlackRock – has kindled the hope among academics and activists that universal owners will leverage their power to push companies …

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