Sky Blog
American corporations have undergone a gradual but significant transformation. Founding chief executive officers (“founder-CEOs”) and activist hedge funds increasingly dominate their companies despite owning well short of a majority of shares. Founder-CEOs wield control through their personal brands or dual-class …
The Delaware Supreme Court is considering a constitutional challenge to SB21’s major amendments to Section 144 of the Delaware General Corporation Law. The challenge, in Thomas Rutledge v. Clearway Energy Group, et al, comes as Delaware is ostensibly facing the …
Delaware retains the dominant position in the jurisdictional competition for corporate charters, but its lead looks increasingly tenuous. During the period 2024 through the first half of 2025, only five public companies with a market capitalization greater than $250 million …
The rapid rise of technologies such as artificial intelligence (AI) and blockchain is placing significant pressure on the established framework of corporate law. This pressure raises fundamental questions about whether these innovations require minor regulatory updates or warrant a re-examination …
In a significant move, the U.S. Securities and Exchange Commission issued a no-action letter advising that it will not recommend enforcement action in respect of Exxon Mobil Corporation’s proposed “Retail Voting Program.” Exxon’s novel Retail Voting Program would be offered …
Oceans of ink have been spilled analyzing the corporate world’s criticism of Delaware case outcomes in recent years and the Delaware legislative response in February 2025. In the wake of all that ink came discussions of whether corporate CEOs, boards, …
For over a century, Delaware’s dominance in corporate law has been credited to an expert judiciary, deep case law, a specialized bar, a responsive legislature, and relative insulation from interest-group politics. Recent legislative and jurisprudential events, however, have caused observers …
Elon Musk is once again testing the boundaries of the law on fiduciary duties. In September 2025, Tesla proposed to give him a new compensation package valued at more than $1 trillion, the largest in corporate history. Shareholders are scheduled …
The growing body of governance literature offers no shortage of views on what boards ought to concern themselves with beyond the routine fare of overseeing management and discussing strategy and finances. Depending on the perspective of the author, topics range …
For more than a decade, the European Union has styled itself as the custodian of digital civilization. If Silicon Valley built the engines, and Shenzhen perfected the replication, Brussels has written the rulebook. After the General Data Protection Regulation (GDPR)
Sidney Weinberg and his son John Weinberg both served as longstanding chairmen of Goldman Sachs. Recently, John’s 1948 Princeton undergraduate thesis came to light. Like a 1933 memorandum and a 1949 speech by Sidney, it addressed a fundamental issue: What …
Delaware occupies a central place in American corporate governance. Its corporate code, judiciary, and bar are widely respected for their expertise and responsiveness. Over the years, Delaware has earned a reputation as the jurisdiction of choice for public companies and …
On July 1, Paramount Global settled the lawsuit brought by President Trump claiming personal harm from alleged “election interference” in the editing of an interview with Kamala Harris by CBS News’ 60 minutes. The agreement called for the company to …
Diversity, equity, and inclusion efforts remain one of the most prominent topics of discussion within corporate leadership. Unfortunately, the views and actions connected to these efforts continues to waver. After the murder of George Floyd and the rise of the …
In August 2024, Delaware enacted what are widely considered the most significant and controversial amendments to the state’s corporate statute in at least a generation. Principally, those amendments exalt freedom of contract over what was, in the words of the …
The startup ecosystem fuels America’s economy in ways few other sectors can match. It has also ridden waves of boom and bust, with periods of explosive growth followed by cool-downs. During these market downturns, capital becomes scarce and investors must …
In a prior post, I explored whether Texas could challenge Delaware’s century-long dominance in corporate law. The Texas Legislature has since provided a compelling answer. On May 14, 2025, Governor Greg Abbott signed Senate Bill 29 (SB 29), a …
In a new article, I examine the history of the Walt Disney Company as a case study of what I perceive to be a gap in the law of fiduciary duties of corporate directors and executives. Based on publicly available …
In a recent paper, we examine how the EU Corporate Sustainability Due Diligence Directive (CS3D) could reshape the behavior of American corporations. The CS3D holds large corporations legally accountable for how they protect human rights and the environment throughout …
After the Delaware Court of Chancery invalidated Elon Musk’s $56 billion compensation package, Tesla made headlines by moving its incorporation from Delaware—the longtime gold standard for incorporation—to Texas. Following Tesla’s reincorporation, Texas moved to strengthen its newly created business court. …