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 …
Thank you, Chairman Atkins, for convening today’s roundtable. I look forward to engaging in a dialogue with panelists and commenters on whether the executive compensation disclosure framework can be improved. Already, the Commission has received a number …
Posted by the Harvard Law School Forum on Corporate Governance, on Friday, June 27, 2025 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of June 20-26, 2025
Good afternoon. I’m sorry that I can’t be with you for today’s roundtables, which I’m certain will generate some thought-provoking ideas and conversations. Executive compensation never fails to be a hot topic. It is an issue consistently and prominently …
Good afternoon. Welcome to all of you attending in person or watching and listening online to today’s roundtable on executive compensation. I thank the very distinguished group of moderators and panelists who have assembled here today for volunteering …
SUMMARY Last week, the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and the National Association of Corporate Directors (“NACD”) released a public exposure draft of their Corporate Governance Framework for U.S. public companies …
Since my days at the SEC in the 1970s and 1980s and my academic career that started shortly thereafter, it was gospel that corporate directors and officers are fiduciaries. Indeed, that perception has been a fundamental aspect of corporate lore for …
DOJ Issues New Guidelines for FCPA Investigations and Enforcement On June 9, 2025, Deputy Attorney General Todd Blanche issued a Memorandum titled “Guidelines for Investigations and Enforcement of the FCPA.” The Guidelines build on the Executive Order ( …
Investment Stewardship program Vanguard’s Investment Stewardship program has a clear mandate to safeguard and promote long-term shareholder returns on behalf of the Vanguard-advised funds and their investors. We carry out this mandate by promoting …
In 2025, corporate sustainability leaders are adapting to shifting policy environments and stakeholder demands while broadening their focus to emerging priorities like biodiversity, water availability, AI, and business integration. This report outlines the …
INTRODUCTION During the latter part of 2024, companies began operating in a more favorable regulatory and investor environment. One of the reasons for this shift was updated guidance from the Securities and Exchange Commission (SEC) and other regulatory …
Under the classic corporate governance framework, informed shareholders vote their own shares. However, this framework is increasingly a relic of a different era. Today, most investors hold equity assets indirectly through a variety of intermediary agents. …
On April 14, 2025, the Court of Chancery issued a decision in Siegel v. Morris that reaffirms the limits of challenges to companies’ bylaws based on their language alone. This latest decision (pending appeal) will likely limit bylaw litigation to …
On June 4, 2025, the Securities and Exchange Commission (“SEC” or “Commission”) unanimously voted to publish a concept release[1] (the “Concept Release”) seeking public comment on issues related to the definition of a foreign private issuer (“FPI”). The …
Posted by the Harvard Law School Forum on Corporate Governance, on Friday, June 20, 2025 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of June 11-17, 2025
There’s an old political aphorism that if you’re young and conservative, you have no heart, and you’re old and liberal, you have no head. Idealism, in other words, crumbles over time into realism. Youth imagines humanity’s potential and ideals, while …
Eric Knachel, Laura McCracken, and Kristen Sullivan are Partners at Deloitte LLP. This post is based on a Deloitte memorandum by Mr. Knachel, Ms. McCracken, Ms. Sullivan, Mark Strassler, Cody Yettaw, and David Wrobbel. Background After many years of …
As the 2025 proxy season passes its high point, several patterns have emerged in the engagement, filing, and voting outcomes of shareholder proposals. Despite continued anti-shareholder narratives and heightened political and legal scrutiny of …
Companies and investors use information related to environmental, social or governance (“ESG”) factors to provide a company-wide view of sustainability and other priorities. This includes how the company discloses, reacts to and manages ESG-related risks …
While the number of overall shareholder activism campaigns cooled in the 2025 proxy season compared to years past, the season has been marked by its fair share of fireworks and headlines, as well as unique events and disruptions. The season has also …
