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  • John C. Coffee, Jr. – Boeing and the Future of Deferred Prosecution Agreements By John C. Coffee, Jr.
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CEO compensation

Value-Based CEO Equity Grants

By Jin Xu, Pengfei Ye and Cheng Zhang January 10, 2025 by renholding

Equity has become a dominant component of CEO compensation in the past three decades due to its ability to align the interests of managers and shareholders. Each year, a firm can award its CEO either a certain number (share-based) or …

How CEO Bonuses and Taxes Have Affected the Offshoring of Corporate Activity

By Katie Boylen, Fabio B. Gaertner and Melissa Martin May 18, 2023 by renholding

Executive compensation and corporate taxation are both hot button issues, but can they be related? In a recent paper, we examine how CEO bonus contracts reinforce global tax incentives and show that executive pay practices helped drive corporate activity …

How Market Feedback Affects CEO Pay

By C.S. Agnes Cheng, Iftekhar Hasan, Feng Tang and Jing Xie December 13, 2022 by renholding

Stock prices affect various corporate decisions such as the amount of CEO compensation, as emphasized in traditional pay-for-performance studies, and capital investment. However, an unanswered question is whether changes in firms’ stock price in a short window around events related …

What NCAA Football Teaches Us About the Connection Between Executive Pay and Performance

By Yuri Hupka, Jacqueline L. Garner, Betty J. Simkins and Phillip Humphrey October 20, 2022 by renholding

Our paper utilizes National Collegiate Athletic Association (NCAA) Football Bowl Subdivision (FBS) coaching contracts as a managerial setting to examine whether higher top-managerial pay (our Gridiron CEOs) is associated with better team performance. Coaching contracts are quite compelling as they …

The Financialization of Corporate Governance

By Roberta S. Karmel February 3, 2021 by renholding

Members of the academic community, the business world, and law firms have long been debating shareholder primacy, stakeholder governance, and corporate purpose. In a forthcoming essay, I outline these arguments but suggest that reform of corporate governance should be focused …

How Shareholders View CEO Pensions and Deferred Compensation

By Carl Hsin-han Shen and Hao Zhang October 21, 2020 by renholding

Defined-benefit pension plans and deferred compensation are often sizable and important components of CEO pay packages.  In recent years, though, they have prompted controversy among investors, policymakers, and academics. On the one hand, CEO pension and deferred compensation are unsecured …

Are CEOs Encouraged to Take Too Much Risk?

By Justin Chircop, Monika Tarsalewska and Agnieszka Trzeciakiewicz February 14, 2020 by renholding

CEO compensation typically consists of cash and long-term equity. While the benefits of cash are to some extent fixed, the value of equity-based compensation depends on the market value of the firm. The latter is the key mechanism for motivating …

Spinning the CEO Pay Ratio Disclosure

By Audra Boone, Austin Starkweather and Joshua T. White November 25, 2019 by renholding

The growing compensation gap between CEOs and rank-and-file employees has generated considerable debate about potential adverse consequences at both the firm and societal levels. Despite interest in the topic, assessing vertical pay disparity has been difficult due to the lack …

Information, Incentives, and CEO Replacement

By Xiaojing Meng September 30, 2019 by renholding

The replacement of a CEO is one of the most important responsibilities of corporate boards. The most common theoretical underpinning of CEO replacement is related to CEO ability: The corporate board learns about the ability of its CEO from firm …

Do Anti-Pledging Policies Have Unintended Consequences for Corporate Governance?

By Jihun Bae and Ruishen Zhang September 18, 2019 by renholding

Many managers receive company stock as compensation and then pledge that stock as collateral for personal loans. The practice is increasingly common, and its potential economic impact is anything but negligible. For example, Larcker and Tayan (2010) document that pledged …

Does Gender Diversity Make a Difference in the Boardroom?

By Vikram K. Nanda, Andrew K. Prevost and Arun Upadhyay June 3, 2019 by renholding

Gender diversity on boards is a leading issue in corporate governance, as has been made clear by anecdotal evidence that associates board gender diversity with better boardroom practices (e.g., Credit Suisse Research Institute, 2016 [1]; Morgan Stanley Research, 2018 [2]) …

ISS Discusses the Seven Venial Sins of Executive Compensation

By John Roe May 24, 2019 by renholding

Compensation disclosures have grown significantly over the last decade (mostly for the better), and they continue to evolve with the ongoing engagement between companies and shareholders. Certain compensation practices are known for raising investor concerns, leading to difficult conversations between …

ISS Offers Insights into How Much CEOs Are Really Paid

By Kosmas Papadopoulos and John Roe April 30, 2019 by renholding

How much compensation does a CEO really end up with? It’s a tough question to answer – the summary compensation table is often cited as what the CEO is paid, but the ultimate value that an executive realized from those …

ISS Discusses the Role of “Economic Value Added” in Pay-for-Performance Analysis

By Bennett Stewart March 28, 2019 by renholding

Performance-based long-term executive compensation is generally determined by a company’s achievements over three-year measurement periods. Total Shareholder Return (TSR), however, doesn’t always accurately reflect the performance of a company or management team during that period. Macroeconomic factors, tax policy, financial …

Top Executives’ Compensation and Firm Survival

By Dimitrios Gounopoulos, Georgios Loukopoulos and Panagiotis Loukopoulos March 7, 2019 by renholding

Executive compensation elicits strong opinions from shareholders, practitioners, and the public alike. Ideally, compensation packages should be designed to attract, retain, and motivate executives to perform in accordance with the objectives of their companies’ shareholders. This idea is consistent with …

How Better Corporate Governance Fosters Disruptive Innovation Through Executive Compensation

By Murat Alp Celik and Xu Tian February 18, 2019 by renholding

Innovation is the primary engine of growth in economies at the technological frontier, and a path to higher profits and growth for individual companies, as the likes of Apple, Alphabet, Microsoft, and Amazon make clear. CEOs play a crucial role …

Say-on-Pay Voting and CEO Compensation Structure

By Andrea Pawliczek September 13, 2018 by renholding

Since the financial crisis, much of the business  media have focused on the level of CEO compensation and how much it increases from the prior year, often calling out the CEOs with the highest pay. These articles in the New …

How Equitable Pay Can Affect Firm Performance

By Hamilton Elkins July 31, 2018 by renholding

Much of the discourse on income inequality between ordinary workers and top executives concentrates on a ratio of chief executive officer (CEO) compensation to average employee compensation. The business strategy, organizational structure, and size of a firm can influence the …

Sullivan & Cromwell Discusses Hot Topics in Corporate Governance

By Sullivan & Cromwell July 16, 2018 by renholding

Corporate Governance, Surveys, Policies and Reports

  • Lazard Report Finds Increased Shareholder Activism in Q1 2018: Lazard’s Quarterly Review of Shareholder Activism for Q1 of 2018 found increased activism by shareholders in terms of number of campaigns initiated, board seats
…

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Each business day, our team sifts through blog posts, news stories, and other sources to keep up-to-date on relevant recent developments. The following links will take you to our recommended selections. To see the sources we follow click Filter Sources.

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Reuters
Nvidia’s Market Value Tops $4 Trillion
July 10, 2025
Wall Street Journal
Unilever Picks a Ben & Jerry’s CEO
July 10, 2025
The FinReg Blog
Path Forward for Crypto Legislation
July 10, 2025
Securities and Exchange Commission
Tokens Are Enchanting, Not Magical
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Bloomberg
SEC Fraud Enforcers Keeping Pace
July 10, 2025
Dealbook
X Chief Says She Is Stepping Down
July 9, 2025
Cleary Enforcement Watch
DOJ Bulk Data Grace Period Near End
July 9, 2025
Sidley Enhanced Scrutiny
Fourth Circuit Paves a Bumpier Path to Post-Deal D&O Coverage
July 9, 2025
Delaware Corporate & Commercial Litigation Blog
Chancery Clarifies Duty of Candor
July 9, 2025
M&A Law Prof Blog
Investors May Sour on Texas, Nevada
July 9, 2025
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Investing Platform Linqto Goes Bankrupt
July 8, 2025
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Biggest AI Risk: Denying Employees AI
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LinkedIn
Delaware SB21 May Revive Appraisals
July 8, 2025
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SEC’s “Finder” Exemption Back in Play
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The First Caremark Trial Is Imminent
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Apple Loses Top AI Exec to Meta
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Delaware Business Litigation Report
Chancery OKs Ouster of LLC Investor
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Freshfields' A Fresh Take
Scotus Takes Case on Securities Suits Against Registered Investment Funds
July 7, 2025
The Governance Beat
SEC Revises Two (and Withdraws One) Legal Proceeding Disclosure CDIs
July 7, 2025
Cleary Enforcement Watch
DOJ Issues First Declination Under Merger-Related Safe Harbor Provision
July 7, 2025
Reuters
EU Antitrust Suit Strikes Google AI
July 6, 2025
D&O Diary
Covid Securities Suit Hits Petco
July 6, 2025
Bloomberg
SEC Settles With SolarWinds
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How Texas Treats Share Controllers
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What Cost Stock-Price Expectations?
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Trump Strikes Vietnam Trade Deal
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Reuters
Democratic FCC Commissioner Blasts Paramount Settlement with Trump
July 2, 2025
Cooley Alert
Glass Lewis Previews Pay-for-Performance Model for 2026 Proxy Season
July 2, 2025
Foley Blog
Human Factor Matters in M&A
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Business Law Prof Blog
Nevada Biz Court Approval Pending
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Wall Street Journal
California Ditches Environmental Law
July 1, 2025
Bloomberg
Bill Gives Chipmakers Bigger Tax Credit
July 1, 2025
New York Times
BP Was Once a Hunter, Now Prey
July 1, 2025
Reuters
DOGE Eyes SPACs, SEC Policies
July 1, 2025
Deal Lawyers.com
Chancery Talks M&A Price Adjustment
July 1, 2025
Bloomberg
Apple Can’t Shake DOJ Antitrust Case
June 30, 2025
New York Times
Investors Fear Shadow Fed Chair
June 30, 2025
Freshfields' A Fresh Take
SEC Changes Course on Priorities
June 30, 2025
D&O Diary
Securities Suits Filed at 2024 Pace
June 30, 2025
Deal Lawyers.com
Delaware Chancery OKs Claims of Tortious Interference With a Deal
June 30, 2025
The Governance Beat
PCAOB May Yet Survive
June 29, 2025
D&O Diary
Investor Suits Hit Weight Loss Drugs
June 29, 2025
Bloomberg
SEC Rethinks Market Surveillance Tool
June 29, 2025
CoinDesk
Ripple Battle With SEC Is Over
June 29, 2025
Securities and Exchange Commission
SEC Issues Report on Changes in M&A
June 29, 2025
Bloomberg
Trade Deals Stall on More Tariffs Fear
June 26, 2025
Reuters
Elon Musk Confidant Exits Tesla
June 26, 2025
Dealbook
Trump Weighs Fed Chair Shakeup
June 26, 2025
Wall Street Journal
Public May Soon Bet on SpaceX Stock
June 26, 2025
Business Law Prof Blog
Ripple Has Juice, but Not at SDNY
June 26, 2025
Bloomberg
GOP Mulls Mega-Rich Tax in Trump Bill
June 25, 2025
Wall Street Journal
Shell in Early Talks to Acquire BP
June 25, 2025
Reuters
Fannie, Freddie to Consider Crypto Holdings in Making Loan Assessments
June 25, 2025
Dealbook
OpenAI Eyes Autonomous Vehicle Biz
June 25, 2025
Sidley Enhanced Scrutiny
Texas Tweaking Its Business Court
June 25, 2025
Reuters
CFPB Cuts Cost Consumers $18 Bln?
June 24, 2025
Delaware Business Litigation Report
Delaware Supreme Court Nixes Suit over TripAdvisor’s Move to Nevada
June 24, 2025
Freshfields' A Fresh Take
DOJ Gives Illegal-DEI Cases Priority
June 24, 2025
The Governance Beat
Vanguard to Split Into Two Advisers
June 24, 2025
D&O Diary
How AI May Change MD&A Language
June 24, 2025
New York Times
Boeing Quiet at Paris Air Show
June 23, 2025
Freshfields' A Fresh Take
Industry Bureau Rescinds AI Rule
June 23, 2025
The Governance Beat
Texas Seeks to Limit Proxy Advisers
June 23, 2025
Bloomberg
U.S. Audit Board Survives GOP Axe
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Delaware Corporate & Commercial Litigation Blog
Delaware Chancery Addresses Notice Provisions for Redemption Requests
June 23, 2025
D&O Diary
Suit Says Reddit Downplayed Impact of Google AI-Related Changes
June 22, 2025
Financial Times
SEC Scraps Proposed Market Rules
June 22, 2025
National Law Review
No Scotus Cert in Disgorgement Suit
June 22, 2025
Deal Lawyers.com
Delaware Supreme Court Nixes $400 Million Aiding, Abetting Judgment
June 22, 2025
Business Law Prof Blog
What Is “Fraud” Anyway?
June 22, 2025
Bloomberg
Tariffs May Hike Prices $2000 Per Car
June 19, 2025
Reuters
Google Faces EU Antitrust Setback
June 19, 2025
Wall Street Journal
Trump Delays TikTok Ban a Third Time
June 19, 2025
New York Times
WhatsApp Introduces Ads to App
June 19, 2025
Reuters
Nippon Steel-U.S. Steel Deal Closes
June 18, 2025
D&O Diary
AI-Washing Suit Hits Healthcare Firm
June 18, 2025
Sidley Enhanced Scrutiny
Delaware Supreme Court Says When Concealment Resets Limitation Period
June 18, 2025
Bloomberg
Goldman Sachs Ditches Ban on SPACs
June 18, 2025
Wall Street Journal
U.S. Senate Passes Stablecoin Bill
June 18, 2025
D&O Diary
New DOJ White Collar Enforcement Policy Pressures Caremark Obligations
June 17, 2025
Bloomberg
Top Crypto Betting Tool Nears Debut
June 17, 2025
Law.com
Why Cybercriminals Targeting Law Firms with Voice Phishing
June 17, 2025
Financial Times
Crypto Group Tron to Go Public
June 17, 2025
Wall Street Journal
Obscure Chinese Stock Scams Dupe Thousands of U.S. Investors
June 17, 2025
Reuters
Purdue Opioid Deal Wins State Approval
June 16, 2025
Wall Street Journal
OpenAI Tension With Microsoft Rises
June 16, 2025
Freshfields' A Fresh Take
Scotus Weighs In on Aiding, Abetting
June 16, 2025
The Governance Beat
SEC Nixes Shareholder Proposal Plan
June 16, 2025
Bloomberg
S&P 500 CEOs Turning to Bodyguards
June 16, 2025
Deal Lawyers.com
Delaware Chancery Addresses Damages in Alexion Earnout Litigation
June 16, 2025
D&O Diary
Company Risks Rise in Global Trade War
June 15, 2025
Bloomberg
Stablecoins Put Crypto Near Mainstream
June 15, 2025
CoinDesk
Ripple Gets Back $75 Mln in Penalties
June 15, 2025
Securities Regulation and Corporate Governance Monitor
SEC Announces Leadership Changes
June 15, 2025
Business Law Prof Blog
Update on Nevada Reincorporations
June 15, 2025

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