Sky Blog
In the debate over introducing ideas from environmental and sustainability regulation to corporate law, one major issue has been largely missing: discounting frameworks. Discounting is important for evaluating the future benefits of investment today and is used by both social …
At a recent Columbia Law School colloquium, participants posed a foundational question: How do corporate law standards of fiduciary duty relate to what scientists call the “climate emergency”?[1]
Unfortunately, under what I will call the Maximization Model of fiduciary …
On February 21, 2025, at the Colloquium on Climate Change and Fiduciary Duty hosted by the Sabin Center for Climate Change Law and The Millstein Center at Columbia Law School, Leo E. Strine, Jr., gave the keynote lecture, entitled Steady …
The Securities and Exchange Commission (SEC) staff recently updated its guidance on circumstances in which investors engaging with issuers on ESG and other matters can file a short-form Schedule 13G as a passive or institutional investor rather than a long-form …
In an era of mounting geopolitical tensions, shifting regulatory landscapes, and intensifying climate risks, the role of institutional investors has never been more important – or more contested. With over $50 trillion in assets under management in the U.S. alone, …
On February 12, the Staff of the SEC Division of Corporation Finance published a new Staff Legal Bulletin No. 14M(“SLB 14M”) regarding the exclusion of Rule 14a-8 shareholder proposals under Rule 14a-8(i)(5) (“economic significance”) and Rule 14a-8(i)(7) (“ordinary business”). …
Corporate success lies at the heart of directors’ duties in many corporate laws, but few of those laws define success. As a result, there is growing confusion and concern about the objective of the firm.
Some scholars argue that it …
Environmental, social and governance (“ESG”) concerns are driving businesses globally to re‐calibrate their mergers and acquisitions (M&A). In a new article, I contend that, despite a growing ESG backlash in the United States, ESG issues will continue to be …
The District Court for the Northern District of Texas recently ruled that a company breached its fiduciary duties under the Employee Retirement Income Security Act of 1974 (“ERISA”) for permitting BlackRock’s inclusion as an investment manager of its employees’ retirement …
A notable trend has emerged: outsourcing non-monetary sanctions to firms that enforce penalties internally and more efficiently for employee misconduct. In a new paper, we examine this trend, focusing on the deterrence and policy implications of transforming corporations into self-policing …
The California Air Resources Board is seeking public feedback as part of its implementation of California’s pending GHG emissions and climate risk disclosure laws. These laws – the Climate Corporate Data Accountability Act (SB 253) and the Climate Related Financial …
In a recent paper, I explore hidden fallacies in one of the most resilient and enduring of modern corporate law paradigms, namely agency theory (aka the “contractual” or “nexus of contracts” model).
My paper contends that the classical agency theory …
In this article, we reflect on key trends in ESG over the second half of 2024 and look ahead at trends that may emerge in 2025.
We …
Striking a balance between pursuing economic growth and addressing social and environmental challenges is not easy, yet it’s crucial for emerging markets. There’s no doubt that growth has lifted millions of people from poverty over the last half-century, but it …
Fascinating trends are afoot in corporate boardrooms, according to data compiled by The Conference Board and its partners, including us at the University of Delaware’s Weinberg Center for Corporate Governance and collaborators from KPMG, Russell Reynolds, and ESGAUGE.
Our new …
In the United States, there is talk of a backlash against ESG, while in Europe, the number of laws requiring companies to comply with ESG standards is growing steadily. This difference in attitude and approach toward ESG may, in part, …
The corporate purpose debate pits shareholder profit maximization (SPM) against stakeholderism: Corporations should only serve the financial interests of their shareholders versus corporations should also serve the interests of other stakeholders. Other stakeholder interests prominently include environmental, social, and governance …
On Wednesday, November 6, 2024, major media outlets announced Donald J. Trump as the winner of the 2024 U.S. presidential election. This alert discusses the potential impact of Mr. Trump’s election on the U.S. Securities and Exchange Commission (the “SEC”) …
In a new paper, we investigate the financial implications of greenwashing, focusing on stock market responses to identifiable greenwashing events and accounting for the heterogeneity of global regulatory landscapes.1 Greenwashing is a deceptive advertising and marketing technique that organizations use …
Global efforts to enhance anti-money laundering (AML) measures to combat financial crime are increasing. In this extract from a recent Clifford Chance webinar, we look at the latest AML trends in the EU, US, UK and Singapore and what …