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Posted by Hester M. Peirce, U.S. Securities and Exchange Commission, on Saturday, June 7, 2025 Editor's Note: Hester M. Peirce is a Commissioner at the U.S. Securities and Exchange Commission. This post is based on her recent remarks. The views expressed in this post are those of Commissioner Peirce and do not necessarily reflect those of the Securities and Exchange Commission or its staff.
Posted by Paul Atkins, U.S. Securities and Exchange Commission, on Friday, June 6, 2025 Editor's Note: Paul S. Atkins is the Chairman of the U.S. Securities and Exchange Commission. This post is based on his recent remarks. The views expressed in the post are those of Chairman Atkins and do not necessarily reflect those of the Securities and Exchange Commission or the Staff.
Posted by the Harvard Law School Forum on Corporate Governance, on Friday, June 6, 2025 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of May 30-June 5, 2025 Investor Views on AI Oversight: What Do Proxy Votes Tell Us? Posted by Lindsey Stewart and River Meng, Morningstar, Inc., on Friday, May 30, 2025 Tags: AI , ESG , Proxy voting , Shareholders Chancery Court Dismisses Challenge to Removal of Tag-Along Rights in Healthcare Merger Posted by
Posted by Hester M. Peirce, U.S. Securities and Exchange Commission, on Friday, June 6, 2025 Editor's Note: Hester M. Peirce is a Commissioner at the U.S. Securities and Exchange Commission. This post is based on her recent remarks. The views expressed in this post are those of Commissioner Peirce and do not necessarily reflect those of the Securities and Exchange Commission or its staff.
Posted by Ryan Colucci, Compensation Advisory Partners, on Sunday, May 25, 2025 Editor's Note: Ryan Colucci is a Principal at Compensation Advisory Partners. This post is based on his CAP memorandum. As artificial intelligence continues to reshape industries and redefine how companies operate, organizations are under increasing pressure to build leadership and governance structures that can keep pace.
Posted by Craig Marcus and Paul Tropp, Ropes & Gray LLP, on Wednesday, May 14, 2025 Editor's Note: Craig Marcus and Paul Tropp are Partners at Ropes & Gray LLP. This post is based on a Ropes & Gray memorandum by Mr. Marcus, Mr. Tropp, Thomas Fraser , Christopher Capuzzi , Marc Rotter , and Kunle Deru. SEC Climate Disclosure Rule Developments In early March 2024, the Securities and Exchange Commission (SEC) adopted rules to enhance and standardize climate-related disclosures by public
Posted by John Orr, Willis Towers Watson, on Thursday, May 1, 2025 Editor's Note: John Orr is a D&O Liability Product Leader at Willis Towers Watson. This post is based on his Willis Towers Watson memorandum and is part of the Delaware law series ;links to other posts in the series are available here. On March 25, 2025, Delaware adopted Senate Bill 21 (SB 21) into law, modifying provisions of the states corporate laws to lessen stockholders rights relative to claims involving controlling sto
Posted by Matteo Tonello, The Conference Board, Inc., on Saturday, April 12, 2025 Editor's Note: Matteo Tonello is Head of Benchmarking and Analytics at The Conference Board, Inc. This post is based on a Conference Board memorandum by Christine Guinessey , Program Manager, ESG Center, and Andrew Jones ,Senior Researcher, ESG Center at The Conference Board, Inc.
Posted by Bob Romanchek and Frank Carris, Meridian Compensation Partners, on Friday, April 11, 2025 Editor's Note: Bob Romanchek is a Partner and Frank Carris is Consultant at Meridian Compensation Partners. This post is based on their Meridian Compensation Partners memorandum. More than 1,800 US CEOs departed their roles in 2024, according to Challenger, Gray & Christmas, which was the highest annual amount since the firm started keeping such records.
Posted by Frank J. Favia Jr., Jonathan A. Dhanawade, and Andrew J. Stanger, Mayer Brown LLP, on Monday, April 7, 2025 Editor's Note: Frank J. Favia Jr. and Jonathan A. Dhanawade are Partners, and Andrew J. Stanger is a Knowledge Counsel, at Mayer Brown LLP. This post is based on their Mayer Brown memorandum, and is part of the Delaware law series ;links to other posts in the series are available here.
Posted by Amy Rojik and Lee Sentnor, BDO, on Monday, April 7, 2025 Editor's Note: Amy Rojik is a National Managing Principal and Lee Sentnor is a Professional Practice Director at BDO. This post is based on their BDO memorandum. Board directors once again enter proxy season against a backdrop of significant change. On a broad scale, supply chains and business operations continue to see impact from mounting geopolitical tensions, changing trade, tariff and tax policies, and ongoing price and inte
Posted by Patricia Volhard, John Young, and Ulysses Smith, Debevoise & Plimpton LLP, on Saturday, April 5, 2025 Editor's Note: Patricia Volhard is a Partner, John Young is a Counsel, and Ulysses Smith is an ESG Senior Advisor at Debevoise & Plimpton LLP. This post is based on a Debevoise memorandum by Ms. Volhard, Mr. Young, Mr. Smith, and Alfie Scott.
Posted by Jeff Mahoney, Council of Institutional Investors, on Wednesday, March 12, 2025 Editor's Note: Jeffrey P. Mahoney is General Counsel at the Council of Institutional Investors. This post is based on a recent CII letter. The Council of Institutional Investors (CII or Council) writes to respectfully express our opposition to the enactment of Delaware Senate Bill 21 in its current form (SB 21). [1] CII is a nonprofit, nonpartisan association of U.S. public, corporate and union employee bene
Posted by Antoinette Giblin, Diligent Market Intelligence, on Wednesday, March 12, 2025 Editor's Note: Antoinette Giblin is Editorial Manager at Diligent Market Intelligence (DMI). This post is based on a Diligent memorandum by Ms. Giblin, and Josh Black. While many had predicted that the introduction of the universal proxy card (UPC) would mean a boon for activists, after two years the evidence is more nuanced, with activists often appearing to face an even higher bar in order to win support fo
Posted by Dan Burch, Bob Marese, and Jillian DeMarco, MacKenzie Partners, Inc., on Wednesday, March 12, 2025 Editor's Note: Dan Burch is the Chairman & CEO, Bob Marese is the President, and Jillian DeMarco is the Vice President, at MacKenzie Partners, Inc. This post is based on a MacKenzie Partners memorandum by Mr. Burch, Mr. Marese, Ms. DeMarco, and Laurie Connell.
Posted by Mark T. Uyeda, U.S. Securities and Exchange Commission, on Saturday, March 8, 2025 Editor's Note: Mark T. Uyeda is the Acting Chairman of the U.S. Securities and Exchange Commission. This post is based on his recent statement. The views expressed in the post are those of Commissioner Uyeda, and do not necessarily reflect those of the Securities and Exchange Commission or the Staff.
Posted by Marcel Kahan (New York University School of Law) and Edward Rock (New York University School of Law), on Thursday, February 27, 2025 Editor's Note: Marcel Kahan is the George T. Lowy Professor of Law and Edward B. Rock is the Martin Lipton Professor of Law at New York University School of Law. This post is based on their recent paper and is part of the Delaware law series ;links to other posts in the series are available here.
Posted by Jeffrey N. Gordon (Columbia Law School), on Wednesday, February 19, 2025 Editor's Note: Jeffrey N. Gordon is Richard Paul Richman Professor of Law at Columbia Law School. This post is based on his recent paper. This paper argues that the prevailing corporate governance regime in the United States has produced a level of mergers and acquisition activity that is higher than the social optimum because of a high-powered incentive for a CEO to exit through target-side M&A, the contempor
Posted by William B. Chandler III, Amy Simmerman, and Brad Sorrels, Wilson Sonsini Goodrich & Rosati, on Wednesday, February 19, 2025 Editor's Note: William B. Chandler III , Amy Simmerman , and Brad Sorrels are Partners at Wilson Sonsini Goodrich & Rosati. This post is based on their Wilson Sonsini memorandum, and is part of the Delaware law series ;links to other posts in the series are available here.
Posted by Amy R. Dreisiger, Joseph A. Hearn, and Dalia O. Blass, Sullivan & Cromwell LLP, on Tuesday, February 18, 2025 Editor's Note: Amy R. Dreisiger , Joseph A. Hearn , and Dalia O. Blass are Partners at Sullivan & Cromwell LLP. This post is based on a Sullivan & Cromwell memorandum by Ms. Dreisiger, Mr. Hearn, Ms. Blass, H. Rodgin Cohen , Robert W.
Posted by Leeor Ofer (Harvard Law School), on Tuesday, February 18, 2025 Editor's Note: Leeor Ofer is a fellow at the Harvard Law School Program on Corporate Governance and an S.J.D. candidate at Harvard Law School. This post is based on her recent article , forthcoming in the Ohio State Law Journal. Corporate charitable giving has long been considered a key tool in companies environmental, social, and governance (ESG) arsenal.
Posted by Alessandra Murata, Michael Bergmann, and Michael Mencher, Cooley LLP, on Monday, February 17, 2025 Editor's Note: Brad Goldberg and Alessandra Murata are Partners, and Michael Bergmann is a Special Counsel, at Cooley LLP. This post is based on a Cooley memorandum by Ms. Murata, Mr. Bergmann, Mr. Mencher, Beth Sasfai , Brad Goldberg , and Megan Arthur Schilling.
Posted by Jason Halper, Peter Marshall, and Sara Brauerman, Vinson & Elkins LLP, on Sunday, February 9, 2025 Editor's Note: Jason Halper , Peter Marshall , and Sara Brauerman are Partners at Vinson & Elkins LLP. This post is based on a Vinson & Elkins memorandum by Mr. Halper, Mr. Marshall, Ms. Brauerman, and Anna Boos,and is part of the Delaware law series ;links to other posts in the series are available here.
Posted by Scott Levi, Maia Gez, and Michelle Rutta, White & Case LLP, on Saturday, January 25, 2025 Editor's Note: Scott Levi , Maia Gez , and Michelle Rutta are Partners at White & Case LLP. This post is based on a White & Case memorandum by Mr. Levi, Ms. Gez, Ms. Rutta, Danielle Herrick , Melinda Anderson , and Tami Stark. White & Cases Public Company Advisory Group has conducted a survey of publicly filed insider trading policies to assess emerging trends with respect to key i
Posted by Marc Goergen (IE Business School), Luc Renneboog (Tilburg University), and Yang Zhao (University of Liverpool), on Wednesday, January 22, 2025 Editor's Note: Marc Goergen is a Professor of Finance at IE Business School, Luc Renneboog is a Professor of Corporate Finance at Tilburg University, and Yang Zhao is a Senior Lecturer in Financial Data Analysis at University of Liverpool.
Posted by Caroline Escott and Shane McCullagh, Investor Coalition for Equal Votes (ICEV), on Wednesday, January 22, 2025 Editor's Note: Caroline Escott is a Senior Investment Manager and Chair and Shane McCullagh is an Investment Analyst at Investor Coalition for Equal Votes (ICEV). This post is based on an ICEV memorandum by Ms. Escott, Mr. McCullagh, and Glenn Davis.
Posted by Jedrzej Bialkowski (University of Canterbury), Laura T. Starks (The University of Texas at Austin), and Moritz Wagner (University of Canterbury), on Monday, January 20, 2025 Editor's Note: Jedrzej Bialkowski is a Professor of Finance at University of Canterbury, Laura T. Starks is a Professor of Finance at The University of Texas at Austin, and Moritz Wagner is a Senior Lecturer of Finance at University of Canterbury.
Posted by Paul Davies and Betty Huber, Latham & Watkins LLP, on Saturday, January 18, 2025 Editor's Note: Paul Davies and Betty Huber are Partners at Latham & Watkins LLP. This post is based on a Latham memorandum by Mr. Davies, Ms. Huber, Michael Green , and David Little. Through the course of 2024, the development of the ESG and sustainability landscape was dynamic.
Posted by the Harvard Law School Forum on Corporate Governance, on Friday, January 17, 2025 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of January 10-16, 2025 FinCEN Suspends Reporting Requirements as Circuits Grapple With Corporate Transparency Acts Constitutionality Posted by Shay Dvoretzky, Parker Rider-Longmaid, and Amy E.
Posted by Brad Goldberg, Alessandra Murata, and Michael Mencher, Cooley LLP, on Friday, January 17, 2025 Editor's Note: Brad Goldberg and Alessandra Murata are Partners, and Michael Mencher is a Special Counsel, at Cooley LLP. This post is based on their Cooley memorandum. The recent homicide of UnitedHealthcare CEO Brian Thompson has put a spotlight on executive security and has prompted many companies to reassess how they are protecting their top executives.
Posted by Matteo Tonello, The Conference Board, Inc., on Saturday, January 4, 2025 Editor's Note: Matteo Tonello is the Head of Benchmarking and Analytics at The Conference Board, Inc. This post is based on a Conference Board memorandum by Mr. Tonello, Nathalie Risse , and Anuj Saush. As sustainability becomes a business imperative, companies face growing pressure to determine the return on investment (ROI) of their sustainability efforts, a critical factor in gaining stakeholder trust and ensur
Posted by Steven Hyland, Glass, Lewis & Co., on Monday, December 23, 2024 Editor's Note: Steven Hyland is an ESG Engagement Manager at Glass, Lewis & Co. This post is based on a Glass Lewis memorandum by Dr. Hyland, Shane Carroll, and Stephanie Radcliffe. As societies worldwide grapple with inequality, exploitation, and worker safety concerns, various stakeholders have increasingly engaged with companies on issues from workforce diversity and alleged labor rights violations to a range of
Posted by Martha Carter, Matt Filosa, andFaten Alqaseer, Teneo, on Sunday, December 15, 2024 Editor's Note: Martha Carter is Vice Chair and Head of Governance Advisory, and Matt Filosa and Faten Alqaseer are Senior Managing Directors, at Teneo. This post is based on a Teneo memorandum by Ms. Carter, Mr. Filosa, Ms. Alqaseer, Kensey Biggs , Diana Lee , and Rose James.
Posted by Ali Saribas, Andrew Brady, and Chinguun Nyambat, SquareWell Partners, on Friday, November 29, 2024 Editor's Note: Ali Saribas is a Partner, Andrew Brady is a Director, and Chinguun Nyambat is an Associate at SquareWell Partners. This post is based on SquareWell’s “Transatlantic Listing Migration: A Conflicted Path to Value Creation” study.
Posted by Fernán Restrepo (UCLA) and Guhan Subramanian (Harvard Business School), on Tuesday, November 26, 2024 Editor's Note: Fernán Restrepo is an Assistant Professor of Law at the UCLA School of Law, and Guhan Subramanian is the Joseph H. Flom Professor of Law and Business at Harvard Law School and the H. Douglas Weaver Professor of Business Law at Harvard Business School.
Posted by Brian D. Feinstein (The Wharton School) and Daniel J. Hemel (NYU School of Law), on Wednesday, October 30, 2024 Editor's Note: Brian D. Feinstein is an Assistant Professor of Legal Studies at The Wharton School of the University of Pennsylvania, and Daniel J. Hemel is a Professor of Law at NYU School of Law. This post is based on their recent article forthcoming in the Northwestern University Law Review , and is part of the Delaware law series ; links to other posts in the series are a
Posted by Kathleen Hamm, Public Company Accounting Oversight Board, on Thursday, October 24, 2024 Editor's Note: Kathleen Hamm is the Founder and Managing Member of Pearl Advisory Group. This post is based on her speech. I. Introduction Thank you for that kind introduction, Neil [Strauss, VP and Senior Credit Officer, Moody’s Investors Service], and thank you for inviting me to speak with you and your colleagues at Moody’s here today.
Posted by Lara Abrash, Arno Probst, and Karen Edelman, Deloitte LLP, on Wednesday, October 23, 2024 Editor's Note: Lara Abrash is the Chair, Dr. Arno Probst is the Global Boardroom Program Leader, and Karen Edelman is Senior Editor at Deloitte LLP. This post is based on their Deloitte memorandum. Introduction When the gen AI tool ChatGPT exploded onto the global market in November 2022, it democratized access to the newest AI capabilities within a matter of days. [1] Now, nearly two years later,
Posted by Benjamin Pedersen, Charu Chandrasekhar, and Anna Moody, Debevoise & Plimpton LLP, on Tuesday, October 22, 2024 Editor's Note: Benjamin R. Pederson and Charu Chandrasekhar are Partners, and Anna Moody is a Counsel at Debevoise & Plimpton LLP. This post is based on a Debevoise memorandum by Mr. Pederson, Ms. Chandrasekhar, Ms. Moody, Sofia Squatriti Muno , and Cameron Wolfe.
Posted by Michelle Rutta, Tami Stark, and Scott Levi, White & Case LLP, on Monday, October 21, 2024 Editor's Note: Michelle Rutta , Scott Levi , and Tami Stark are Partners at White & Case LLP. This post is based on a White & Case memorandum by Ms. Rutta, Mr. Levi, Ms. Stark, Maia Gez , and Gabriella Klein. Overview Notwithstanding recent reports that the Securities and Exchange Commission (“SEC”) has quietly disbanded its Climate and ESG Task Force, [1] and while the SEC’s new cl
Posted by Antoinette Schoar (Massachusetts Institute of Technology), and Yang Sun (Brandeis International Business School), on Monday, October 21, 2024 Editor's Note: Antoinette Schoar is the Stewart C. Myers-Horn Family Professor of Finance at MIT Sloan School of Management, and Yang Sun is an Assistant Professor of Finance at Brandeis International Business School.
Posted by Bob Rosone and Maureen Bujno, Deloitte LLP, on Sunday, October 20, 2024 Editor's Note: Bob Rosone and Maureen Bujno are Managing Directors at Deloitte LLP. This post is based on their Deloitte memorandum. We often take for granted that things will work. The car will get us where we want to go. The computer will connect us to the world and help us be productive.
Posted by Margot McShane and Hetty Pye, Russell Reynolds Associates, on Friday, October 18, 2024 Editor's Note: Margot McShane and Hetty Pye are Co-Leaders of the firm’s Board & CEO Advisory Partners at Russell Reynolds Associates. This post is based on a Russell Reynolds memorandum by Ms. McShane, Ms. Pye, Tom Handcock, and Leah Christenson. In March of 2024, S&P Global published an alarming report : for the first time in two decades, C-suite women lost seats in the S&P Total Mark
Posted by Subodh Mishra, ISS STOXX, on Thursday, October 17, 2024 Editor's Note: Subodh Mishra is Global Head of Communications at ISS STOXX. This post is based on an ISS-Corporate memorandum by Kosmas Papadopoulos, Head of Sustainability Advisory-Americas; Mikiko Ollison, Vice President for Sustainability Advisory; and Rudy Kwack, Senior Associate for Sustainability Advisory at ISS-Corporate.
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