In a broad reversal of course on proposed rules issued by the Securities and Exchange Commission (SEC) under the leadership of former SEC Chair Gary Gensler, on June 12, 2025, the SEC issued a notice withdrawing 14 of the proposed rules. While most of the …
The global proxy system is at a crossroads. Frustrations from investors and issuers in the proxy process are leading to frequent headlines from both camps calling for reform, but solutions have been elusive. Furthermore, frustrations with the proxy process …
2025 Proxy Season Highlights FEWER PROPOSALS, LESS SUPPORT There has been a drastic reduction in the overall number of shareholder proposals, in part due to the SEC’s willingness to grant no-action relief after publication of SLB 14M, coupled with lower …
CEO succession is one of the board’s most sensitive, high-stakes responsibilities. It’s not just about selecting a new leader—it’s about safeguarding the company’s future, preserving the outgoing CEO’s legacy, aligning diverse stakeholders, and maintaining …
The ongoing macroeconomic uncertainty caused by tariffs, executive orders, and reductions in government contracts has upended short-term incentive programs. [1] In our previous article on tariffs, we discussed how boards can create a proactive framework …
Key Findings Despite the heightened scrutiny firms face following DEI controversies, firms make only modest and largely superficial changes in their hiring. We estimate only a 0.8 percentage-point increase in hiring diversity, with this effect concentrated …
Introduction Litigation involving climate-related claims and initiatives remains a source of exposure for companies across all sectors. As the Trump administration reshuffles federal priorities, we expect that consumer litigation and “blue state” attorney …
Why do financial crises recur with the proliferation of every new type of runnable short-term debt? In the 18th and 19th centuries, the short-term debt at issue were “banknotes” that circulated as a medium of exchange. Then came bank runs on account-based …
SquareWell Partners (“SquareWell”) conducted a survey of over 30 institutional investors collectively responsible for more than $35 trillion in AUM from North America, Europe, and Asia. The survey engaged both Stewardship Team professionals and Portfolio …
Introduction Compensation committees have come a long way since their origin. Whereas they traditionally, and exclusively, discussed executive pay, many committees today are vital partners on a wide variety of talent, performance management, culture, …
This memorandum follows our prior memos of February 18, 2025 and March 28, 2025 to provide updates on further changes that Delaware, Nevada, and Texas are implementing or considering in order to establish a clear and efficient corporate legal framework and …
Posted by Gail Weinstein, Jeffrey Ross, and Rati Ranga, Fried, Frank, Harris, Shriver & Jacobson LLP, on Sunday, June 29, 2025 Posted by Brian Broughman (Vanderbilt Law School), Matthew Wansley (Cardozo School of Law), and Sam Weinstein (Cardozo School …
Introduction Companies thinking about, preparing for or going through the initial public offering (IPO) process have many things to do and many decisions to make (to put it mildly!). A relatively recent addition to this list of considerations for Delaware- …
Overview Appointing a board observer has long been a tool in an investor’s arsenal. Board observers can represent the interests of the appointing investor by monitoring and participating in the activities and decisions of the company’s board of directors. …
The six most valuable companies in the world were once venture-backed startups. Alphabet, Amazon, Apple, Meta, Microsoft, and Nvidia, started out as small, private companies. They raised money from venture capitalists (VCs) to fuel their growth. They …
The business world stands at a critical inflection point. As tariff uncertainty and geopolitical tensions continue, the planet’s health declines and social inequalities widen, corporate action on sustainability has never been more urgent. Why? Because …
On June 17, 2025, the Delaware Supreme Court reversed a post-trial finding of aiding and abetting liability against a third-party arm’s-length buyer. In doing so, the court built upon another recent decision and reaffirmed its commitment to protecting arm’ …
I was eight months pregnant with my second child in December of 1985 when Bob Monks offered me a job as the first general counsel, and the fourth person on staff at Institutional Shareholder Services (ISS). We had met when he was working for then-Vice …
The corporate governance community lost one its most significant and influential members on April 29, 2025. The passing of Robert Monks was a sad but important event that must be noted. Very few of us can claim a substantial impact on the broader …
In Walker v. FRP Investors GP, LLC (Apr. 15, 2025), the Delaware Court of Chancery, in a post-trial opinion, held that the general partner, FRP Investors GP, LLC (“GP”), of a limited partnership, FRP Investors, L.P. (the “Partnership”), breached its …
