Sky Blog
The corporate law discourse on climate change has largely focused on the “internal dimension” of directors’ duties – whether boards must consider climate-related risks and opportunities that affect firm-specific financial performance. While this question has gained significant traction, a more …
Controlled companies – public firms where an individual, group, or another company holds majority voting power – make up a significant and growing share of the U.S. public market, accounting for over $2.2 trillion in 2019 alone. Despite their scale, …
Founders and early investors increasingly maintain control of companies while holding small economic stakes in them – raising fundamental questions about how Delaware courts can enforce accountability in corporate governance. In a new working paper, I challenge the courts’ …
Say-on-pay, an annual, non-binding shareholder vote on CEO compensation, is one of the primary ways of giving shareholders a voice in corporate governance. It is in essence a vote of confidence on the board of directors’ compensation decisions and the …
The decision to appoint a new CEO is among the most critical and strategic choices a corporation can face, as it can significantly influence the organization’s future. A key consideration is whether to promote an internal candidate or recruit one …
The 2024 amendments to the Delaware General Corporation Law (“DGCL”) were born from an atypical period of acrimony and controversy among the corporate bar, stockholder advocates, and corporate law academics, including harsh public criticism of members of the Court of …
The relationship between directors’ fiduciary duties and shareholder wealth maximization under Delaware law has long been a prickly topic. Some commentators argue the relationship is merely a default capable of adjustment through private ordering.[1] Others, pointing to cases like …
As corporate directors and other private actors have taken on public or quasi-public functions like reigning in conflicted executives or approving healthcare claims, fiduciary duties have expanded to protect the vulnerable and bridge the gap between public and private law.…
Next week, Tesla investors will cast an unprecedented vote on what a court called the “largest chief-executive pay package in the history of public markets.” While the vote has been closely watched, little attention has been paid to the elephant …
Independent directors were originally conceived as guardians of shareholder interests who could safeguard a corporate board’s ability to check management’s power. They have since become a marquee feature of modern corporate governance. What, though, makes a director independent? Scholars, regulators, …
For decades, advocates of “shareholder primacy” as the North Star of corporate governance have steered our leading corporations and our Nation’s economic engine perilously off-course. Since the 1970s, when the work of Milton Friedman, Michael Jensen, and Frank …
Corporate disclosures concerning artificial intelligence have increased dramatically in the past year, with Bloomberg reporting that nearly half of S&P 500 companies referenced AI in their most recent annual reports. And some investors are clamoring for even more, using shareholder …
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 …
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 …
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 …
As a capital allocation decision, share buybacks intersect all three of the main corporate finance activities of investing, financing, and dividends[1]. Buybacks continue to be very divisive, evoking comments like “derangement syndrome” by Cliff Asness, “economic illiterates” by …
In a recent post on the Harvard Law School Forum on Corporate Governance, three partners at Skadden, Arps, Slate, Meagher & Flom LLP give practical advice to companies in preparing for and responding to a short attack. With respect …
The debate over short-term thinking at corporations has so far focused largely on companies in the U.S. and the UK. The fact that controlling shareholders are less common in those countries than in many others may explain why the extensive …
Knowledge spillovers between firms are a key driver of important economic phenomena such as technological progress (Griliches, 1979), growth in international trade (Grossman and Helpman, 1991), and industrial innovation (Bloom, Schankerman, and Van Reenen, 2013). Although prior research has examined …