Sky Blog
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 …
While the U.S. Supreme Court’s June 28 decision in Fischer v. United States rejected a broad application of certain Enron-era obstruction of justice laws, it reaffirmed the original corporate responsibility focus of those laws. In so doing, the decision reminds …
In recent years, one of the most significant developments in corporate governance has been the adoption and expansion of voting choice programs by the largest institutional investors. Such changes have come in response to growing scrutiny and pressure from asset …
Concerns that public policy and regulation have been ineffective in addressing climate change and similar challenges have led to a search for possible solutions in financial markets. Investor activism promoting socially responsible corporate practices, the rise in environmental and social …
The first half of 2024 has been a watershed moment for the development of controller law in the Delaware courts. Among the highlights, the Delaware Supreme Court reexamined and confirmed that transactions involving a conflicted controller will invoke entire fairness …
In the wake of a judicial decision invalidating Tesla CEO Elon Musk’s stock-option package, Tesla’s shareholders have voted overwhelmingly to ratify Musk’s pay. Rather than respect investors’ judgment, however, the lawyers who brought the case claimed that the shareholder vote …
What is the role of corporations in the fight against racism? In 2020, following the murders of George Floyd and Breonna Taylor, many corporations publicly embraced racial equity and expressed their support for the Black Lives Matter (BLM) movement and …
Tesla confronted an enormous challenge in winning support for the two controversial proposals at the 2024 Tesla annual meeting: to ratify CEO Elon Musk’s 2018 pay plan and to redomicile from Delaware to Texas. We thought it would take an …
In recent years, corporate diversity, equity, and inclusion (DEI) initiatives have become a hot topic in boardrooms and beyond. While many companies have embraced these efforts, investors have started to question whether DEI initiatives are truly valuable or merely a …
In recent years, boards of directors have confronted a strategic dilemma: whether to appoint specialized directors or engage external consultants to advise them on various aspects of their business. This decision has significant implications for a board’s accountability, the application …