Columbia Law School
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Corporate Governance
Corporate Vote Suppression: The Anti-Activist Pill in The Williams Companies Stockholder Litigation
The Delaware Supreme Court has before it a case that could dramatically reshape corporate governance in the United States. The case, The Williams Companies Stockholder Litigation, addresses the legitimacy of an “anti-activist pill” whose particularly aggressive features would severely …
The Upside of Finance Committees and Why Firms Create Them
Boards of directors at U.S. firms are increasingly using finance committees featuring financial experts to oversee complex finance-related matters. Since 2003, most U.S. public firms have been required by NYSE and NASDAQ to have audit, compensation, and governance committees. Finance …
Institutional Investors in China: Corporate Governance and Policy Channeling in the Market Within the State
The extraordinary rise of China’s economy has made understanding Chinese corporate governance an issue of global importance. A rich literature has developed analyzing the Chinese Communist Party’s (CCP’s) role as China’s largest controlling shareholder and the impact that this has …
Comparative Corporate Governance
With the increasing internationalization of law and legal scholarship, comparative corporate governance has seen a burgeoning volume of research from a practical, theoretical, and empirical perspective. Practically speaking, both internationally and within individual countries, most corporate governance research deals with …
Transnational Migration of Laws and Norms in Corporate Governance
In a recent working paper, I explore the intersection of contemporary corporate governance and transnational law. Transnational law is, of course, far from a settled concept. For early theorists, it involved conduct or events that crossed national boundaries. More recent …
The Rule of Law and the Purpose of the Corporation
The three primary determinants of economic growth – physical capital growth, human capital growth, and technological innovation – rely on citizens’ confidence that private property rights are secure. Essential to that confidence is the rule of law.
Rule of law …
Corporate Social Responsibility by Joint Agreement
Voluntary industry-wide agreements have recently emerged as a way to promote corporate social responsibility (CSR). Competitors in industries as diverse as chocolate production, fashion design, and truck manufacturing aspire together to pay fair wages or transition to less polluting products. …
McMillan Discusses Key Considerations in Implementing Shareholder Votes on Climate
As the momentum of shareholder engagement on climate-related matters continues to grow across the globe, including in Canada, these issues remain a key focus area for public companies. One of the tools that has gained prominence is the so-called “Say …
Corporate Governance, the Depth of Altruism, and the Polyphony of Voice
This post responds to the paper, Exit vs. Voice, by Eleonora Broccardo, Oliver Hart, and Luigi Zingales (BHZ),[1] a deep engagement with the choice between alternative means by which an “altruistic” investor can influence corporate behavior. An “altruistic” investor …
Does Proxy Advice Allow Funds to Cast Informed Votes?
Our examination of the votes cast by 155 mutual funds on over 6 million corporate election items during 2004-2017 led us to a surprising conclusion: We found that Institutional Shareholder Services’ (ISS) proxy advice did not lead funds to vote …
Wachtell Lipton Discusses the Purpose of the Corporation
In recent years, the concept of “corporate purpose” has been invoked as a shorthand to address a corporation’s commitment to include stakeholder governance—and with it commitments to sustainability, diversity, inclusion, social responsibility and other ESG issues—as part of a corporate …
The Role of the External Auditor in Managing Environmental, Social, and Governance Reputation Risk
Companies are under increasing pressure to manage their reputations on environmental, social, and governance (ESG) issues. Some companies have lost revenue, gone bankrupt, been boycotted by customers, or otherwise suffered a decline in value because of a negative reputation on …
Skadden Offers a Scorecard on Diversity in the Corporate Boardroom
The social and political disruptions of the past year have heightened the awareness of diversity challenges, including at public and private companies in the U.S. In particular, the representation of women and other diverse individuals in the boardroom is of …
Hiding in Plain Sight: The Global Implications of Manager Disclosure
Delegated asset management, and mutual funds in particular, have become the investment vehicle of choice for retail investors in capital markets worldwide. At the end of 2020, open-end mutual funds had a total of $63 trillion in assets under management …
Entrenchment or Efficiency? CEO-to-Employee Pay Ratio and the Cost of Debt
Critics have argued that the rule requiring companies to disclose the ratio of CEO compensation to employee pay is too expensive and time consuming, with the U.S. Chamber of Commerce estimating the cost to U.S. companies at more than $700 …
The Impact of Mandatory Gender Pay Gap Disclosure in the UK
Firms are coming under increasing pressure to close and disclose their gender pay gaps. The pressure stems from several sources, including, (i) socially conscious investors; (ii) interest groups advocating the incorporation of ESG factors into corporate decision-making and stakeholder capitalism …
Wachtell Lipton Discusses Key Corporate Governance Issues for Mid-Year 2021
Last year, we did a mid-year edition of our annual Thoughts for Boards of Directors to highlight key issues and considerations in managing the challenging business environment and profound upheaval caused by the pandemic. Many of these issues are still …
ISS Discusses How ESG Investing Stands Up to the Critics
There is a quote that is commonly misattributed to Mahatma Gandhi: “First they ignore you, then they laugh at you, then they fight you, then you win.”
At the regular get-togethers in the responsible investment industry, war stories are frequently …
ESG and the Pricing of IPOs: Does Sustainability Matter?
In recent years, investors and others in the financial community have devoted increasing attention to the role of sustainability in financial markets and the economy at large. Sustainability is now seen as an alternative form of risk management, a way …