Sky Blog
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 …
Environmental, Social, and Governance (ESG) activity at real-world firms is largely about disagreements among shareholders over optimal corporate decisions and not about conflicts between shareholders (as a group) and stakeholders (e.g., customers, suppliers, and employees) who have transactional or contractual …
Each month, we publish a roundup of the most important SEC enforcement developments. This month included the SEC’s fiscal year end and a large number of enforcement actions of note, and we examine:
Firms’ green claims have become ubiquitous in recent years. Products are “recycled” or “responsibly sourced,” financial instruments are “green” or “ESG,” firms promise to become “carbon neutral” or “net-zero,” and so on. But can the recipients of such claims assess …
In recent years, consumers, investors and regulators have become increasingly aware of the climate crisis and accompanying risks, leading to increased demand for transparency and accountability from corporations about their business practices and sustainability footprints. This, in turn, has led …
In a new paper, we discuss our findings on how ESG disclosure mandates affect IPO underpricing – the tendency of IPO share prices to jump on the first day of trading – which is a substantial cost of going public.…
Taking into account – and even seeking to influence –Environmental, Social and Governance (ESG) factors in investments in private assets has become significantly more common in recent years. However, the way in which investors can and should think about these …
In recent years, Environmental, Social, and Governance (ESG) metrics have become important factors in determining executive compensation as companies, investors, and regulators aim to align executives’ interests with broader societal goals. But are these metrics effective in generating incentives for …
The standard explanation for the division along party lines on the role of ESG in corporate governance is this: Liberals think ESG factors are important in investment and business decisions. Conservatives think ESG is a harmful distraction, presumably because corporate …
The 2024 proxy season was characterized by a high volume of shareholder proposals submitted to companies, including proposals relating to topical issues such as artificial intelligence (“AI”) and political lobbying and spending. In addition, the number of no-action requests submitted …
The U.S. Securities and Exchange Commission (“SEC”) has disbanded its Climate and ESG Task Force in the Division of Enforcement. The Task Force was established in March 2021 with the purpose of identifying ESG-related misconduct, including material gaps or misstatements …
Can we speak of a “purpose” for corporations or, more broadly, corporate law? The doctrine of shareholder primacy has long had an easy answer: Both individual corporations and corporate law should strive to maximize shareholder wealth. But this reductive and …