Posted by Caroline A. Crenshaw, U.S. Securities and Exchange Commission, on Tuesday, May 20, 2025 Posted by Paul Atkins, U.S. Securities and Exchange Commission, on Tuesday, May 20, 2025 Posted by Sehoon Kim (University of Florida), Bernadette A. Minton ( …
Key Points While there have been some vocal critics of Delaware corporations law, few major companies have reincorporated in other states, and Delaware incorporation continues to offer substantial benefits to companies and stockholders. Recent amendments …
On April 9, the US Department of Justice and Securities and Exchange Commission announced parallel cases against the founder and former CEO of an artificial intelligence startup for allegedly misleading investors about his former company’s product …
The growing popularity of Exchange-Traded Funds (ETFs) among long-term investors is, to a large extent, driven by their fee and tax efficiencies. Leveraging their unique security design, ETFs achieve their tax efficiency through the in-kind redemption …
Key Takeaways The rate of ISS recommendations “Against” say-on-pay proposals peaks in June. The causes of spikes in “Against” recommendations for June meetings are unclear. The findings give rise to questions as to why the “June Phenomenon” occurs. …
Texas Senate Bill No. 29 On May 7, 2025, the Texas Legislature adopted Senate Bill No. 29 (first introduced last February), which provides for significant amendments to the Texas Business Organizations Code (TBOC). The amendments have been sent to Governor …
The role of individual experiences in corporate decision-making has long been a subject of interest for academics and practitioners. Our recently published NBER working paper (“Climate Boards: Do Natural Disaster Experiences Make Directors More Prosocial …
Recent tariff announcements by the United States—and ensuing trade tensions and market volatility—have triggered waves of both activity and uncertainty in executive suites and boardrooms. Companies are now grappling with policy volatility, inflationary …
As explained in this March 12 Cooley alert, the impact of the Trump administration’s evolving tariff regime will be felt by US companies across the board. Many will encounter rising material costs and reduced profit margins, particularly given the …
Good afternoon. As you know, SEC Speaks is an opportunity for the agency, and specifically the SEC staff, to speak directly to practitioners in our space. To me, and perhaps to some of you, this year’s SEC Speaks feels a bit different. My hope is that over …
Thank you, Cicely, for your kind introduction. Ladies and gentlemen, I am very happy to be with you at my first SEC Speaks conference as SEC Chairman, though I have been a regular at this event over the past 15 years or so. [1] The event has experienced …
When the Commission instituted tabular executive compensation disclosure in 1992 [1], then-Chairman Richard C. Breeden championed an easily comprehensible disclosure regime centered around a graphical presentation of total executive compensation with …
Posted by the Harvard Law School Forum on Corporate Governance, on Friday, May 16, 2025 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of May 9-15, 2025
Relative TSR has been one of the most popular long-term incentive plan metrics since the accelerated adoption of performance-based equity plans in the Say on Pay era. In periods of higher volatility, companies are more likely to adopt relative metrics of …
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 companies and in public offerings. Less than a month later, the SEC …
Uncertainty has gripped markets since the U.S. announced new tariffs on trade partners, raising the specter of a global trade war and escalating barriers. The impact to trade of goods will be swift, yet it’s still unclear how deeply tariffs will affect …
The introduction of tariffs under the Trump Administration—and their subsequent partial (yet perhaps temporary) rollback—has added a new layer of complexity and a great deal of uncertainty to the high-stakes world of M&A transactions, as the market …
Nonprofit control of business enterprises is a long-standing feature of the European corporate landscape (Hansmann & Thomsen, 2021; Sanders & Thomsen, 2023). Household names like Novo Nordisk, Carlsberg, and Rolex are controlled by nonprofit …
Just as it was the job of fictional sports agent Jerry Maguire (played by Tom Cruise) to get his clients the best deal possible, corporate executives and boards have the same responsibility for their shareholders. Perhaps the most direct way for boards to …
Ransomware attacks are increasingly making global headlines as the ransomware as a service ecosystem evolves, attack methods become more sophisticated and ransom demands escalate. Add to this environment the expanded use of AI to launch more sophisticated …
