Sky Blog
In January 2025, Target Corporation quietly dismantled the DEI infrastructure it had built in the wake of George Floyd’s murder. There was no press release and no acknowledgment of retreat. Within weeks, other public companies followed. Yet Costco made the …
In a new paper, I offer three interpretations of stakeholder theory—one economic, one philosophical, and one political.
Traditional principles of corporate law require directors to manage the corporation for the benefit of its shareholders. Stakeholder …
Between 2020 and the first half of 2024, corporations in a variety of industries adopted the language of social and environmental progress. They pledged to diversify their workforces, hired DEI professionals, denounced racial injustice, and announced plans to reduce greenhouse …
Eighteen months after signing, the highly publicized U. S. Steel – Nippon Steel deal reached a successful conclusion, closing on June 18 and proving that cross-border transactions continue to be not only viable, but also in many cases the most …
The World Resource Institute’s Greenhouse Gas (GHG) Protocol Corporate Accounting and Reporting Standard (the “GHG Protocol”) has been widely adopted as a framework for companies to report Scope 1, 2, and 3 emissions. By allowing companies to apply market-based procurement …
The relationship between corporate compliance and reputation has fundamentally changed in our digitally interconnected world. What once were discrete regulatory violations now cascade across multiple stakeholders, with ramifications amplified by social media and enabled by new forms of stakeholder coordination. …
Growing concerns about the externalities that companies may impose on stakeholders have placed the mainstream shareholder primacy model under intense scrutiny. Stakeholderism, or stakeholder model, is an alternative approach that requires companies to consider interests beyond those of shareholders, is …
In the debate over whether corporations should give priority to shareholder interests or stakeholder interests, among the thorniest issues is whether one approach creates more value for a company than the other. The challenge lies in the difficulty of assessing …
Out-of-court corporate restructurings, or “corporate workouts,” involve high-stakes multi-party negotiations without a clear procedural framework, such as the one that Chapter 11 provides. This gives the parties the freedom to design workouts without the constraints imposed by a rigid legal …
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 …
Over the past few years, the legal landscape surrounding diversity, equity and inclusion (“DEI”) has undergone significant changes. The landmark SFFA v. Harvard decision prohibiting the use of race‑based considerations in college admissions has contributed to the emergence of a …
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 …
The traditional view of corporate stakeholders is rapidly becoming obsolete in our hyperconnected world. We can no longer neatly categorize people into simple roles as shareholders, employees, or customers. Today’s reality is far more fluid – employees also own the …
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 …
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 …
In leveraged buyouts (LBOs), a private equity (PE) sponsor acquires controlling ownership of a target company, typically by using a significant amount of bank loans. In a new study, we focus on a controversial issue: Many PE sponsors have prior …
Private firms are the backbone of our economies, influencing everything from investment levels to job creation to market competition. Given their collective significance, various regulatory agencies outside the U.S. impose financial disclosure (and sometimes audit) requirements on these firms. In …
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 …
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 …
The U.S. debate on corporate purpose centers on whether corporations should prioritize shareholders’ interests over the well-being of non-shareholder constituencies. Though the debate dates back at least to the 1930’s Berle-Dodd exchange in the Harvard Law Review, it is …