Sky Blog
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 …
The 2008-2009 global financial crisis (GFC) has cast a pall over several corporate governance mechanisms in many firms worldwide. Nonetheless, how the firms treated their female directors in the aftermath and whether they maintained gender diversity on their boards remain …
The debate on corporate purpose is often grounded on an assumption that there is one right model of corporate purpose for all companies. Yet some companies have a much more significant impact on stakeholder groups than others. Just 90 corporations, …
Safe harbors are useful and nifty. Consider the SEC’s accredited investor safe harbor under Rule 506 of Regulation D, which allows private securities offerings to sufficiently wealthy investors. Rule 506 facilitates capital formation and promotes efficient markets. Yet …
After several years of dramatic growth, ESG investing seems to have entered a period of retrenchment. While it is impossible to predict the future trajectory of ESG, the movement has revealed important structural features of our financial system and the …
What relevance does international law have for corporate governance? Why should corporate executives pay attention to it? The short answer is because their stakeholders do. In two separate articles, I explore the ways in which corporate stakeholders – including consumers, …
In October 2023, the FDIC proposed enforceable guidelines on corporate governance and risk management that would apply to all state non-member banks with $10 billion or more in assets.
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 …
Companies today face more pressure to speak on social and political issues than ever before. With the constant barrage of issues, the consequences of any course of action can be hard to predict. Speaking up can risk backlash for saying …