In a year marked by not-insignificant change — geopolitical, economic, technological, regulatory and market — 2025 has been a year of much increased M&A activity, in the United States and around the world. M&A deal volume in the United States is on …
Posted by the Harvard Law School Forum on Corporate Governance, on Friday, December 19, 2025 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of December 12-18, 2025 Posted by Sam Houshower, Jennifer …
In a recent Caremark decision, the Delaware Court of Chancery largely denied a motion to dismiss, holding that most of Regions Bank’s board purportedly ignored red flags raised in a whistleblower report concerning the bank’s unlawful overdraft practices — …
Emerging technology developments are prompting boards to re-evaluate their oversight obligations for the company’s workforce. The recent headlines are hard to miss. Numerous publications are reporting a similar story line: AI deployment is having a …
Regulatory Updates and Trends On the regulatory front, federal enforcement related to greenwashing may take a backseat for the time being, particularly in light of the Trump administration’s broad pullback on climate-related issues, including the SEC’s …
Executive compensation remains one of the most contentious topics in finance. The debate is usually polarized between two views. On one side, the “shareholder view” argues that high pay is an efficient market outcome—the necessary price for scarce talent …
On December 11, 2025, President Trump issued an Executive Order titled “Protecting American Investors From Foreign-Owned and Politically Motivated Proxy Advisors,” which is aimed at “increas[ing] oversight of and tak[ing] action to restore public …
Key Points Watchdog groups that have no direct stake in companies are increasingly raising concerns directly to boards about critical issues like safety, ethics or compliance. Ignoring such communications can create risks for the company and its directors. …
In 2021, FW Cook sought to better understand how companies can effectively retain their C-suite leaders after CEO turnover. Ensuring stability across the leadership team is an important factor in executing proper CEO succession, particularly as it applies …
Key Takeaways Climate science operates at a global, macro scale while corporate finance focuses on company-level analysis. This creates challenges when translating climate data and research into investment signals. Investors must interpret fragmented and …
When Exxon filed its lawsuit challenging California’s new climate disclosure laws, it framed the issue as a constitutional one: the state is compelling the company to “tell a story” it disagrees with. According to Exxon, requirements to report greenhouse …
During the 2025 proxy season, the volume of shareholder proposals fell in the United States and rose modestly in Europe and the UK. From a substantive perspective, the season underscored an investor preference for targeted governance reforms, and in …
Good morning and thank you Aaron [Klein]. It is a pleasure to be here this morning. While this isn’t a “farewell address,” I hope you will indulge me if I take the opportunity to reflect a little bit on what I’ve learned, what we accomplished prior to …
Posted by Andrew Tannenbaum and Anna Rudawski, A&O Shearman, on Sunday, December 7, 2025 Posted by Stephen E. Reynolds, Sagar K. Ravi and Katelyn N. Ringrose, McDermott Will & Schulte, on Wednesday, December 10, 2025 Posted by Benjamin Finzi, …
Nonprofit organizations sit at the center of American civic life. They employ more than 20 million people, deliver essential services across every sector, and support activities that range from scientific research to disaster relief. While endowments are …
Over the past two decades, environmental, social, and governance (ESG) considerations have shifted from the periphery of investing to the mainstream of global capital markets. Asset managers now routinely incorporate ESG information into capital allocation …
Survey methodology 69 CEOs representing 19 industries participated in this Fortune/Deloitte CEO Survey. 71% of respondents are United States-based organizations, and the remainder are from organizations based outside of the United States. Fielded October 3 …
The leap into the C-suite is often described as the pinnacle of an executive career. But for many, it’s also a precipice, with many leaders struggling to succeed once there. These aren’t leaders lacking in intelligence, commitment, or functional excellence …
This year has seen a surge of contingent value rights (CVRs) in public company M&A transactions. A CVR provides for one or more additional payments after closing to target shareholders based on future events or financial metrics, similar to an earnout …
An article forthcoming in the Michigan Business & Entrepreneurial Law Review, claims that stockholders lack the inherent power to submit precatory proposals under Delaware law. In a recent speech, Paul Atkins, the Chairman of the Securities and …
