Sky Blog
Delaware is dead, long live Delaware? To a U.S. M&A practitioner, much of the “Dexit” debate about whether corporations should exit Delaware as their jurisdiction of incorporation in favor of another state feels as if it may come full circle …
Around the time Tesla’s board granted CEO Elon Musk a massive 10-year, $2.3 billion equity award, a small number of companies offered similar “mega grants” to their CEOs. The outcome of Musk’s grant is known, but the outcomes of these …
Elon Musk finally has his 2018 Tesla pay package back. The Delaware Supreme Court has spoken. The saga that consumed years of litigation, untold judicial energy, and more Twitter commentary than any fiduciary duty case deserves is, at least formally, …
Elon Musk can cash the largest paycheck in history, the Supreme Court of Delaware has ruled in a narrow and sensible opinion grounded in longstanding principles of equity and contract law.
To catch up: Tesla and Musk entered into an …
With new leadership under the Trump administration, the Securities and Exchange Commission (“SEC”) is charting a course that promises significant changes in the regulation of securities disclosures and capital markets. In this alert, we discuss several important trends and developments …
On October 15, the Delaware Supreme Court heard arguments in In re Tesla, Inc. Derivative Litigation, more commonly known as Richard J. Tornetta v. Elon Musk, et al. and Tesla, Inc., the stockholder derivative action rescinding Elon Musk’s …
Companies around the world are under pressure to diversify their executive leadership, while facing skepticism about their efforts. In a new study, we examine women’s entry into and exit from the highest levels of corporate leadership.
Research …
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 …
In December 2022, the SEC finalized a major overhaul of Rule 10b5-1, which governs pre-scheduled insider trading plans. The amendment to the rule introduced several procedural safeguards designed to curb what critics saw as widespread abuse of the rule. While …
Shareholders and investor advocacy groups have long criticized executives for being paid top dollar while achieving subpar returns for shareholders. In response, the Securities and Exchange Commission (SEC) passed the Dodd-Frank Act of 2010, which has two, related provisions that …
Good afternoon. Thank you to Chairman Atkins for convening today’s roundtable and thank you to the moderators and panelists for joining us to discuss this important topic. On a recent trip to Alaska, one of the most striking sights was …
In recent years, legal scholars and economists have debated whether the rise of “common ownership” by large institutional investors dampens competition. The concern is that when asset managers such as the Big Three – BlackRock, Vanguard, and State Street – …
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 …
In the early stages of the unicorn era, it seemed that Rule 701 under the Securities Act, which provides a generous exemption for private company equity compensation, might not be up to the task. It is one thing to conclude …
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 …
Say-on-pay, an annual, non-binding shareholder vote on CEO compensation, is one of the primary ways of giving shareholders a voice in corporate governance. It is in essence a vote of confidence on the board of directors’ compensation decisions and the …
The global debate surrounding CEO compensation remains important and contentious. While many countries have implemented advisory frameworks for say-on-pay votes, Israel has taken a pioneering approach with its binding dual-majority voting system. Introduced in 2012 through Amendment 20 to the …
Given banks’ importance to global economic stability, how they manage liquidity – their capacity to transform short-term liabilities into long-term assets – plays a pivotal role in supporting growth while maintaining financial resilience. It also entails considerable risk. Creating more …
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 …
A great deal of space has been devoted by the media to discussions relating to the pay of Elon Musk, CEO of Tesla. The media outrage centers around his 2018 pay package, with many of the headlines reporting a whopping …