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  • John C. Coffee, Jr. – Boeing and the Future of Deferred Prosecution Agreements By John C. Coffee, Jr.
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executive compensation

The Paradox of Progress for Women Executives

By Esha Mendiratta, Shibashish Mukherjee and Jana Oehmichen October 10, 2025 by renholding

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.

Breaking in Sooner

Research …

Comment  

The Pay-Ratio Mandate Has Helped Bridge the CEO-Worker Pay Gap

By Chase Potter and Zhonghua Zhang August 14, 2025 by renholding

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 …

Insider Trading After the 2022 Rule 10b5-1 Amendment

By Sehwa Kim, Seil Kim and Shivaram Rajgopal July 31, 2025 by renholding

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 …

How Shareholders Vote When Pay and Performance Are Misaligned

By James Jianxin Gong, Nian Lim (Vic) Lee and Sophia Wang July 1, 2025 by renholding

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 …

SEC Commissioner Peirce Speaks on Executive Compensation

By Hester M. Peirce June 27, 2025 by renholding

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 …

Executive Incentives Under Common Ownership

By Thomas Schneider June 3, 2025 by renholding

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 – …

The Partisan Divide Over Value and Values in State Pension Funds

By Dhruv Aggarwal, Lubomir Litov and Shivaram Rajgopal May 1, 2025 by renholding

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 …

Startup Compensation 2.0

By Abraham Cable February 10, 2025 by renholding

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 …

Value-Based CEO Equity Grants

By Jin Xu, Pengfei Ye and Cheng Zhang January 10, 2025 by renholding

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 …

How Much Impact Does Say-on-Pay Have on Executive Compensation?

By John W. Barry December 17, 2024 by renholding

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 …

Israel’s Unique Approach to CEO Pay Governance

By Keren Bar-Hava and Erez Barak December 6, 2024 by renholding

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 …

1 Comment  

Why CEO Pay Gaps Matter for Bank Liquidity Creation and Financial Stability

By Shams Pathan, Mamiza Haq, Chen Zheng and Adrian (Wai Kong) Cheung November 1, 2024 by renholding

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 …

Are ESG Metrics in Executive Compensation All Hat and No Cattle?

By Matthias Efing, Patrick Kampkoetter, Stefanie Ehmann and Raphael Moritz October 15, 2024 by renholding

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 …

Musk’s $56 billion: Pay, Incentives, or Rewards?

By Jeffrey L. Coles, Naveen D. Daniel and Lalitha Naveen October 11, 2024 by renholding

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 …

Why Fiduciary Duties Fail to Bridge the Public-Private Law Gap

By Lauren R. Roth September 3, 2024 by renholding

As corporate directors and other private actors have taken on public or quasi-public functions like reigning in conflicted executives or approving healthcare claims, fiduciary duties have expanded to protect the vulnerable and bridge the gap between public and private law.…

How Industry-Wide Regulatory and Reputational Risks Can Shape Executive Incentives

By Francesca Franco, Claudia Imperatore and Mariya Ivanova July 26, 2024 by renholding

Over the past two decades, regulators, lawmakers, and stakeholders have increasingly urged companies to give greater weight to the broader interests of society alongside traditional financial goals. As a result, a notable percentage of firms – 64 percent of the …

Reaching for the “Stars” in CEO Compensation

By Vikram K. Nanda, Swaminathan L. Kalpathy and Yabo Zha July 17, 2024 by renholding

In determining how much to pay their CEOs, U.S. companies typically use “benchmarking,” setting compensation  at or above the median of what peer firms pay their CEOs. This practice is designed to enable firms to retain talented CEOs and to …

Tesla Investors Deserve Musk’s Attention

By Lucian Bebchuk and Robert J. Jackson, Jr. June 7, 2024 by renholding

Yesterday’s news that Tesla’s chief executive, Elon Musk, asked a supplier to redirect scarce chips needed for artificial-intelligence development from Tesla to other Musk-owned companies followed reports that Donald Trump is considering Musk for a role in a new administration. …

3 Comments  

The Elephant in Tesla’s Boardroom

By Lucian Bebchuk and Robert J. Jackson, Jr. June 6, 2024 by renholding

Next week, Tesla investors will cast an unprecedented vote on what a court called the “largest chief-executive pay package in the history of public markets.” While the vote has been closely watched, little attention has been paid to the elephant …

1 Comment  

Davis Polk Discusses RECOUP Act’s Clawbacks of Failed-Bank Executives’ Compensation

By Randall D. Guynn, Margaret E. Tahyar, Kyoko Takahashi Lin, Ledina Gocaj and Andrew Tynes April 11, 2024 by renholding

In a recent opinion piece in the Washington Post, former FDIC Chair Sheila Bair and leading British bank historian Charles Goodhart argued in favor of the executive compensation clawback provision in the proposed RECOUP Act, which we analyzed …

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Each business day, our team sifts through blog posts, news stories, and other sources to keep up-to-date on relevant recent developments. The following links will take you to our recommended selections. To see the sources we follow click Filter Sources.

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Fears of Trillion-Dollar AI Bubble Grow
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Shutdown Stalls Antitrust Enforcers
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OpenAI, AMD Ink Massive Chip Deal
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Chancery Lets Fiduciary Duty Claims Proceed in Microsoft-Activision Deal
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Startups Eating Big Food’s Lunch
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Trump Eyes Greenland Rare-Earth Firm
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Delaware Chancery M&A Suit Settlements Rise in Number and Value
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Second Circuit Securities Decision May Suggest PSLRA Went Too Far
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Delaware Supreme Court Reverses Chancery Dismissal of Rule 60(b) Claim
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How EU, California AI Acts Overlap
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Securities and Exchange Commission
Prophecy Asset Mgmnt Sued for Fraud
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Reuters
Judge Nixes NFT Artist Suit Against SEC
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Automakers Extend $7,500 EV Discount
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Pfizer Gets Three-Year Tariff Reprieve
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Reuters
AstraZeneca’s U.S. Listing May Pull Other Companies from London
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Bankruptcy Statistics Prompt Worry
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Atkins Touts SEC-CFTC Crypto Work
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Google Settles Trump Suit for $24.5 Mln
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Javice: 7 Years for Fraud on JPMorgan
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Texas Probes ISS, Glass Lewis on ESG
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Let Market Set Reporting Frequency
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EA Buyout Talk Highlights Gaming Fall
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Reuters
Boeing Settles Wrongful-Death Suit
September 28, 2025
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Regulators Scrutinize Unusual Trading Ahead of Crypto-Treasury Deals
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Autos Flash US Economy Warning Sign
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SEC Case Tests Private Fund Managers
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MSNBC
Comey Indictment Expected Soon
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Intel Seeks Investment From Apple
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Trial Lawyers Breaking Up With Big Law
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ExxonMobil Files Solicitation Materials for Retail Opt-In Voting Program
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Sinclair, Nexstar Won’t Air Kimmel
September 23, 2025
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Chancery Partially Vacates Expert’s Findings in Acquisition Price Dispute
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No Quarterly Reports Portends Shakeup
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SEC Chief Seeks Crypto Rule Exemption
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IPOs Revive, Private Market Still Soars
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H-1B Visa Tiff Roils Firms, Geopolitics
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Killing Quarterly Reports Is a Bad Idea
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SEC Drops Allen Stanford-Related Case
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Chancery: Personal CEO Data Irrelevant
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Texas Puts Culture Over Governance
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California Seeks End to Oil Firms Exit
September 18, 2025
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FTC Sues Ticketmaster, Live Nation Over Ticket Resales
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Reuters
Nvidia Takes $5 Billion Stake in Intel
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MSN
Ex-SEC Chair Warns Twice-a-Year Reporting Will Make Markets Volatile
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Reuters
Fed Cuts Interest Rates, More to Come
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Dealbook
Fed Chair Has Internal Challenges Too
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SEC Warns Foreign Firms on Accounting
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End to Quarterly Reports No Sure Bet
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SEC OKs Arbitration in Bylaws, Charter
September 17, 2025
D&O Diary
Courts Slam Lawyers’ AI Misuse
September 16, 2025
Bloomberg
SEC, Winkelvosses to End Crypto Suit
September 16, 2025
Reuters
Trump Seeks End to Quarterly Reports
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Securities Regulation and Corporate Governance Monitor
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Sidley
How Universal Proxy Changed Contests
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