Sky Blog
The growing gap between CEO compensation and typical worker pay has become one of the most visible signs of rising economic inequality. In the United States, this gap has widened dramatically over the past several decades. While CEOs in the …
While shareholder proposals on governance are perennial favorites that win majority support from shareholders, advisory proposals that continue to receive significant support from a bloc of investors highlight areas in which enhanced corporate disclosure could be material to a significant …
In a recent paper, we offer fresh insights into how climate-related communication can materially influence corporate finance. We find that firms whose earnings calls contain positive climate change sentiments (effectively communicating firms’ contribution to protecting the environment) tend to have …
In a recent article, professors Jill Fisch and Jeff Schwartz argue that the beneficiary primacy model – requiring pension fund trustees to maximize economic value solely for beneficiaries – fundamentally misunderstands the nature of public pension funds. They contend …
The “anti-ESG” proposal arose somewhat recently, becoming more common within the past five or so years. Similar in spirit to ESG proposals, but their opposite. Like their conventional counterpart, they request a company consider or study or write a report
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 …
Whose interests do public pension funds serve? On the one hand, they have a fiduciary duty to maximize value for the pension fund participants whose retirement savings they invest. On the other, they can use their considerable ownership stakes to …
Shareholder activism has undergone a striking transformation over the past four decades. What began in the 1980s as a brash and often combative movement led by so-called corporate raiders has matured into a sophisticated, globally attuned, and strategically agile phenomenon. …
In an earlier post, I discussed my paper arguing that significant changes to the corporate-disclosure regime should trigger review of aspects of the securities-fraud regime. This is because the disclosure regime and the securities-fraud regime go hand-in-hand. So if …
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 …