Sky Blog
Over the past couple of decades, we’ve witnessed enormous progress on LGBTQ+ issues. As a result, the closet remains largely off people’s radar – but for the generation of those who occupy corporate leadership positions, it’s very much a live …
Corporate governance and political governance are increasingly intersecting, as corporations engage in some of the most contentious and important social challenges of our time with their voice, capital, and actions. In a recent article, I examine this new convergence …
Business has always had to adapt to new technologies, from the steam engine to the automobile to personal computers. Today, artificial intelligence (AI) and closely related developments like Big Data analytics and machine learning are the technologies transforming business, along …
Corporate boards and their leadership teams face unique compliance oversight challenges from the Department of Justice (“DOJ”)’s new Corporate Whistleblower Awards Pilot Program (“the Program”), the details of which were announced on August 1 by Principal Deputy Assistant Attorney General …
Loyalty has been much in the news lately. Vice President Kamala Harris recently suggested that Republican vice-presidential candidate J.D. Vance would be “loyal only to Trump, not to our country.”[1] Online retailer Etsy just announced its first-ever loyalty program …
The right of shareholders to vote is essential for maximizing the value of their shares and good corporate governance. However, in a diffusely held corporation, few shareholders have the incentive to monitor management at their own cost, leading to a …
ESG ratings play an important role in helping companies and financial institutions integrate sustainability into their decisions. Yet critics argue that regulations are needed to address the ratings’ many shortcomings: a lack of transparency in the methodologies behind them, the …
The U.S. debate on corporate purpose centers on whether corporations should prioritize shareholders’ interests over the well-being of non-shareholder constituencies. Though the debate dates back at least to the 1930’s Berle-Dodd exchange in the Harvard Law Review, it is …
In the corporate governance landscape, the influence of passive index funds and common ownership has become a focus of scholarly and public debate. As the largest asset management firms in the world, the Big Three (BlackRock, Vanguard, and State Street …
The 2008-2009 global financial crisis (GFC) has cast a pall over several corporate governance mechanisms in many firms worldwide. Nonetheless, how the firms treated their female directors in the aftermath and whether they maintained gender diversity on their boards remain …
In today’s rapidly evolving corporate governance landscape, the role of audit committees in overseeing financial reporting has never been more important. Recent regulations, such as the updated Compliance & Disclosure Interpretations (“C&DIs”), have emphasized the need for audit committees to …
Recently in Kellner v. AIM ImmunoTech, Inc., the Delaware Supreme Court clarified the legal tests applicable when stockholders challenge advance notice bylaws. A key aspect of the Supreme Court’s ruling is the importance of distinguishing between a facial and …
Over the past two decades, regulators, lawmakers, and stakeholders have increasingly urged companies to give greater weight to the broader interests of society alongside traditional financial goals. As a result, a notable percentage of firms – 64 percent of the …
The debate on corporate purpose is often grounded on an assumption that there is one right model of corporate purpose for all companies. Yet some companies have a much more significant impact on stakeholder groups than others. Just 90 corporations, …
The three “first-in-the-nation” California climate-related disclosure laws enacted late last year are each the subject of proposed amendments making their way through the legislative process. These proposed amendments, which require further legislative approvals and the governor’s signature, would delay key …
Sustainable debt financing—bonds issued to support projects that benefit the environment or social welfare—has skyrocketed over the past decade, rising from a niche market to a trillion-dollar business. Public finance has been an essential catalyst for the market for sustainable …
It has often been argued that the ‘S’ in ESG has been overshadowed in the ESG acronym, having long played third-fiddle to corporate governance and environmental concerns. There are various reasons for this, one being that the social pillar has …
Corporate politicization, when companies take sides in our culture war and risk alienating half their potential customers, is a serious concern. Recent examples of companies that have felt its negative impact on shareholder value abound, including Bud Light, Target, and …
In determining how much to pay their CEOs, U.S. companies typically use “benchmarking,” setting compensation at or above the median of what peer firms pay their CEOs. This practice is designed to enable firms to retain talented CEOs and to …
Many firms now issue ESG reports voluntarily in response to fast-growing investor and stakeholder demand. Yet survey evidence shows that corporate lawyers consider ESG-related disputes a top source of litigation risk for their clients.[1] In a new study, we …