Vice Chancellor Laster’s opinion in In re Dura Medic Holdings, Inc. is a helpful reminder of potentially bespoke equitable remedies available for breaches of fiduciary duties. The case involved claims brought by a co-founder of Dura Medic, Inc. (“Dura …
Staggered terms for corporate directors, long a source of debate in corporate governance circles, have again moved from the wings to center stage thanks to a heated proxy contest launched by activist investor Elliott Investment Management L.P. for seats on …
In 2024, the landmark Moelis opinion from the Delaware Court of Chancery invalidated certain contractual control provisions that allowed insider stockholders to override a board’s statutory role. This decision sparked intense debate over the ways in which …
Ray Garcia is a Leader, Barbara Berlin is a Managing Director, and Jennifer Kosar is an AI Assurance Leader at PricewaterhouseCoopers LLP. This post is based on a PwC memorandum by Mr. Garcia, Ms. Berlin, Ms. Kosar, Rohan Sen, Calen Byers, and Steve Brown. …
The environmental, social & governance (ESG) regulatory landscape is increasingly fragmented, with federal climate disclosure rules stalled in the US, while state-level mandates gain momentum and EU regulations face uncertainty. This report analyzes …
Posted by the Harvard Law School Forum on Corporate Governance, on Friday, April 11, 2025 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of April 4-11, 2025 Posted by Neil McCarthy, James Palmiter, …
More than 1,800 US CEOs departed their roles in 2024, according to Challenger, Gray & Christmas, which was the highest annual amount since the firm started keeping such records. Although the average tenure of the CEOs who departed in 2024 was …
On April 2, the announced tariffs on certain imported products into the U.S. are expected to go into effect. While it remains to be seen whether they will be beneficial for the U.S. economy in the long term, tariffs have already begun to impact the …
Share repurchases have been a controversial way to return cash to shareholders for decades. Prior to the SEC enactment of Rule 10b-18 in 1982, which provided a “safe harbor,” open market share repurchases were judged to be a form of market manipulation due …
Bloomberg reports that staff from the Department of Government Efficiency is currently at the SEC, according to communications to SEC staff, who were “instructed to treat them as internal employees.” Bloomberg also reports that the “SEC has designated an …
We recently published a paper on SSRN (“The Artificially Intelligent Boardroom”) that examines how artificial intelligence can impact board processes, practices, and dynamics. Artificial intelligence has the potential to significantly transform many …
Observations on the Global Activism Environment in Q1 2025 Global Activism Observations on the Global Activism Environment in Q1 2025Activity Remains Elevated to Start 2025 Surging U.S. Activity Drives Global Campaigns Activist Activity by Sector Activist …
Much time and energy is being devoted to determining how corporate decision-making can be structured to avoid fairness review. Comparatively little attention is paid to precisely what it means to subject a contract or transaction to fairness review, or to …
What You Need To Know Delaware has adopted significant, much anticipated amendments to §§ 144 and 220 of the Delaware General Corporation Law, which are aimed at providing greater clarity and predictability to corporate fiduciaries in light of certain …
Key Takeaways: Asset managers frequently commit to collect and report on the greenhouse gas (“GHG”) emissions generated by their portfolio companies, often referred to as “portfolio” or “financed” emissions. An asset manager’s underlying investors may …
Posted by the Harvard Law School Forum on Corporate Governance, on Friday, April 4, 2025 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of March 28-April 3, 2025 Posted by James F. Albertus ( …
Editor's Note: Neil McCarthy is Co-Founder and Chief Product Officer, James Palmiter is CEO and Co-Founder, and G. Michael Weiksner is Co-Founder and Chief Technology Officer at DragonGC. This post is based on a DragonGC memorandum by Mr. McCarthy, Mr. …
An examination of post-settlement stock price and M&A outcomes, as well as other implications Agreeing to a settlement ranks among one of the most consequential decisions a board can face. Settlements typically involve the addition of activist- …
In the mid-1950s, L.C.B. Gower, a pre-eminent U.K. corporate law academic, was a visiting professor at Harvard Law School. An intriguing by-product was a 1956 Harvard Law Review article where he compared and contrasted numerous aspects of U.S. and U.K. …
In March 2025, the US formally rejected the UN Sustainable Development Goals (SDGs)—a set of 17 global objectives to address economic, social, environmental challenges. The US decision marks a significant departure from previous bipartisan support for …
