Compensation policies are adopted to align with a company’s culture, its business needs and strategies and market trends. An effective compensation program plays a pivotal role in attracting and retaining key talent without incurring unnecessary costs. …
In February, in an offshoot of the dwindling SPAC boom, the Delaware Court of Chancery dismissed a shareholder derivative lawsuit in In re Skillsoft Stockholders Litigation, No. 2023-1179-JTL (Feb. 7, 2025). Notably, Vice Chancellor J. Travis Laster …
As climate risks intensify, more companies are embedding emissions reduction and climate governance into core strategy. This report analyzes 2021–2024 climate disclosures across the Russell 3000 and S&P 500, highlighting trends in greenhouse gas (GHG) …
Posted by the Harvard Law School Forum on Corporate Governance, on Friday, May 2, 2025 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of April 25-May 1, 2025 Posted by Jill E. Fisch (University of …
On March 25, 2025, Delaware adopted Senate Bill 21 (SB 21) into law, modifying provisions of the state’s corporate laws to lessen stockholders’ rights relative to claims involving controlling stockholders, particularly as they relate to purportedly …
The unfortunate incident involving Brian Thompson, the former Chief Executive Officer (CEO) of UnitedHealthCare, who was fatally shot in December 2024, has caused companies to reevaluate their security protocols. While it was once common for only high- …
VALLEY FORGE, PA (April 24, 2025)—Vanguard today unveiled research outlining investor perspectives on proxy voting. The results highlight investors’ strong desire to participate in a proxy voting choice program, which allows index fund investors to select …
I. Facing the Visigoths “We need to push the barbarians back from the city gates!” -Ted Forstmann, referencing the 1988 takeover of RJR Nabisco Those involved in the hostile takeovers of the 1980’s were fighting for their livelihoods. As a result, they …
Paul Atkins has taken the reins of the US Securities and Exchange Commission (SEC). After being confirmed by the Senate on April 9, Atkins officially began his tenure as SEC Chairman on April 21. His arrival is expected to usher in a new era of enforcement …
In 2023, at what appeared to be the pinnacle of the ongoing struggle for companies to use customized compensation systems to drive strategy without incurring the wrath of the proxy advisory firms and governance community, I wrote about Bespoke vs. …
Jill E. Fisch is the Saul A. Fox Distinguished Professor of Business Law at the University of Pennsylvania Carey Law School, and Steven Davidoff Solomon is the Alexander F. and May T. Morrison Professor of Law at the UC Berkeley School of Law. This post is …
A new bill that would impact California greenhouse gas emissions disclosures was introduced last month by Josh Becker, a California State Senator from a district just to the south of San Francisco. Senate Bill 285 would require that offsets counted for …
Posted by the Harvard Law School Forum on Corporate Governance, on Friday, April 25, 2025 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of April 18-24, 2025
Shareholder engagement in diversity, equity & inclusion (DEI) is evolving in response to broader shifts in corporate governance, investor priorities, and political and legal scrutiny. This report examines recent trends in DEI-related shareholder …
Austin Vanbastelaer is a Principal, Justin Beck is a Senior Consultant, and Nathan Grantz is a Senior Associate Consultant at Semler Brossy LLC. This post is based on a Semler Brossy memorandum by Mr. Vanbastelaer, Mr. Beck, Mr. Grants, and Andrew Fick.
The Deloitte AI Governance Roadmap (“Roadmap”) is designed to help boards of directors (“boards”) understand their role and provide them with guiding questions to support effective oversight of AI. The Roadmap applies the Deloitte Governance Framework (“ …
All around the world, regulators are redesigning capital market frameworks to attract small and medium enterprises (SMEs), recognizing that public markets offer unique advantages for growth-stage companies, including superior price discovery, enhanced …
During any period of business uncertainty, board and compensation committee members, executive management teams and human resources leaders will feel pressure to act quickly. A singular proven strategy underscored successful compensation decisions through …
As companies prepare their proxy disclosures, ensuring transparency and clarity in executive compensation reporting remains a top priority. Investors expect well-structured disclosures that provide insight into board decisions, pay-for-performance …
This question has been debated by regulators, practitioners, and the media for at least the past 40 years. Pick up The Wall Street Journal, Forbes, or any of the world’s business press on a given day, and there is a decent chance that you will see a …
