SEC Buyback Reform Would Give Investors a Shot at Exposing Corporate Shenanigans

By Lynn Bai November 6, 2024 by renholding

In May 2023, the SEC adopted new disclosure rules on company stock buybacks (“New Disclosures”) to help investors better evaluate whether the buybacks serve management’s personal interest at the expense of the company and its shareholders. The New Disclosures would …

How Board Independence Can Affect Employee Safety and Health

By Lixiong Guo and Zhiyan Wang September 30, 2024 by renholding

Since the 1990s, regulatory reforms worldwide have significantly increased the independence of corporate boards. By 2023, nearly all of the top 50 equity markets had implemented minimum requirements for board or board committee independence. While extensive literature highlights the benefits …

The New Corporate Political Governance

By Tom C.W. Lin August 20, 2024 by renholding

Corporate governance and political governance are increasingly intersecting, as corporations engage in some of the most contentious and important social challenges of our time with their voice, capital, and actions. In a recent article, I examine this new convergence …

Democracy, Discourse, and the Artificially Intelligent Corporation

By Michael R. Siebecker June 19, 2024 by renholding

Does the rise of artificially intelligent corporations threaten the integrity and legitimacy of democracy? This question looms large as the 2024 presidential election approaches. A growing number of academics, business leaders, and politicians warn that unchecked development and dissemination of …

Do Board Observers Improve Corporate Governance?

By Nizan Geslevich Packin and Anat Alon-Beck May 15, 2024 by renholding

In the complex world of corporate governance, a novel mechanism has reemerged: board observers. Operating without the conventional voting rights of board members, these individuals have become pivotal in bridging the gap between ambitious startups and their venture capital (VC) …

How to Buy Shareholder Votes

By Michael R. Levin April 23, 2024 by renholding

Scholars who study activism have researched the value of a shareholder vote for decades. A very small number of activists have attempted to apply that research to actual proxy contests and other AGM matters. The subject was confined to academics …

John C. Coffee, Jr. — “Shadow Trading” and the Common Law of White Collar Crime

By John C. Coffee, Jr. April 15, 2024 by renholding

A fascinating legal soap opera is now underway following a trial just completed in California. The issues are new, novel, and important in one sense, but old, familiar, and important in another. The case – SEC v. Panuwat[1] — …

Biased Boards

By Tim Baldenius, Xiaojing Meng and Lin Qiu March 28, 2024 by renholding

How do directors add value to corporations, and what are their incentives? They add value through monitoring and advising management – although monitoring seems to have taken precedence in the wake of high-profile financial scandals. As for directors’ incentives, the …

Getting Serious About Stakeholders

By William O. Fisher March 7, 2024 by renholding

For whom should the corporation be run? The Business Roundtable proclaims the answer to be “for the benefit of all stakeholders – customers, employees, suppliers, communities and shareholders.” Asset managers, both private and public, use their voting power to pressure …

Sullivan & Cromwell Discusses Information-Sharing Between Activists and Their Director Nominees

By Sullivan & Cromwell February 15, 2024 by renholding

Recently, the Delaware Court of Chancery held in Icahn v. Illumina that a director was not permitted to share confidential and privileged information he received in connection with his board service with the activist stockholders that nominated him for election.…

How Treating Government Controlling Shareholders as Fiduciaries Could Help Address Climate Change

By Ernest Lim February 9, 2024 by renholding

State-owned enterprises (SOEs) can help cause but also solve the climate crisis. A lot depends on the controlling shareholders of SOEs – governments – which wield significant legal and economic power over SOEs’ actions. If we are serious about holding …

How Direct Listings Compare With Initial Public Offerings

By Anna Bergman Brown, Donal Byard and Jangwon Suh February 1, 2024 by renholding

Initial public offerings (IPOs) and direct listings (DLs) offer two different mechanisms for a firm to obtain a listing in the public capital markets. Historically, DLs have been rare in the U.S., but that has changed in recent years, starting …

Toward a Dynamic View of Corporate Purpose

By Dorothy S. Lund January 9, 2024 by renholding

What is the purpose of the corporation in society? Whose interests are corporate managers supposed to advance? How can corporate law and governance best promote social welfare? For the past 50 years, most scholars and business leaders would have answered …

Delaware Vice Chancellor Travis Laster Says Bill Barr Could Use Some Help on Delaware Law

By Travis Laster December 7, 2023 by renholding

The universe regularly provides reminders to remain humble, including reminders that having expertise in one area does not make you an expert in adjacent areas. Former Attorney General Bill Barr recently provided one of those reminders with his opinion column

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Stakeholder Governance as Governance by Stakeholders

By Brett McDonnell October 16, 2023 by renholding

Four score and twelve years ago, Adolf Berle and Merrick Dodd debated the fundamental role of corporations within society. We have engaged in that debate ever since. In a nation conceived in liberty and dedicated to the proposition that all …

How to Prevent Pretextual Books and Records Demands

By Lynn Bai and Sean Meyer September 21, 2023 by renholding

Delaware General Corporation Law § 220 permits shareholders to inspect a corporation’s books and records for a proper purpose, such as investigating managerial misconduct, valuing shares, or communicating with other shareholders. The Delaware case law interpreting this statute has created …

The Role of Controlling Shareholders Is Missing from the Debate over Short-Termism

By Tom Vos August 7, 2023 by renholding

The debate over short-term thinking at corporations has so far focused largely on companies in the U.S. and the UK. The fact that controlling shareholders are less common in those countries than in many others may explain why the extensive …

The Duality of Corporate Purpose

By Dorothy S. Lund and Elizabeth Pollman July 31, 2023 by renholding

In a forthcoming chapter, we explore the duality of corporate purpose, which reflects two sides of corporate law and governance. First, because each corporation must specify a purpose in its charter, corporate purpose can be understood at the level of …

Pay for Prudence

By Salman Arif, John Donovan, Yadav Gopalan and Arthur Morris July 27, 2023 by renholding

Financial crises are often followed by debates about whether bankers’ incentives helped create distress in the financial sector. We contribute to this debate by documenting the extent to which bankers’ pay contains prudence-related targets, the association between those targets and …

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