On February 11, 2025, the staff of the Division of Corporation Finance (“Staff”) of the U.S. Securities and Exchange Commission (“SEC” or the “Commission”) issued new and updated Compliance and Disclosure Interpretations on Regulation 13D-G (“C&DIs”) …
Posted by Kyle Logue (University of Michigan Law School), Will Thomas (University of Michigan Ross School of Business), and Jeffery Zhang (University of Michigan Law School), on Wednesday, March 26, 2025 Posted by Amanda Urquiza, Wilson Sonsini Goodrich …
2025 is off to a fast start with several changes in the legal landscape of the environmental and social (E&S) categories of ESG (Environmental, Social, and Governance). This alert highlights key E&S developments thus far in 2025, including …
The Evolution of Firm Scope and Measurement Challenges Recent discussions on corporate concentration have relied on traditional industry classifications that often fail to capture the evolving nature of firm scope and competition. Historically, firm scope …
Key Findings Performance: 2024 median financial performance – as measured by revenue, earnings before interest and taxes (EBIT), and earnings per share (EPS) – was generally flat and consistent with 2023 performance. In 2024, median revenue grew slightly …
The financial panic started by Silicon Valley Bank in March 2023 might have been new, but its cause was not. Excessive risk-taking and mismanagement by bank executives are the perennial manifestation of moral hazard. Economists and legal scholars have …
Shareholder activism surged to new heights in 2024 as global markets and geopolitical dynamics continued to evolve. The number of activist campaigns at companies with market capitalizations greater than $500 million increased, making 2024 the most active …
A common concern with disclosure is revealing proprietary information. Many studies examine this proprietary cost hypothesis––that concerns about revealing proprietary information can prevent full disclosure––within the context of short-term earnings …
“You may not be interested in geopolitics, but geopolitics is interested in you.” In a December 2023 article, we looked at the concept of geopolitical risk in relation to corporate governance in the aftermath of Russia’s invasion of Ukraine and the revival …
I. What is a Nonprofit “Spinout”? A nonprofit “spinout” refers to a transaction where a nonprofit organization sells all or a substantial portion of its assets to a for-profit organization. These transactions typically involve a nonprofit forming a for- …
There is a debate over whether mandating more risk disclosure will positively or negatively affect corporate innovation. On one hand, information is the lifeblood of capital markets and disclosing more should reduce information asymmetry, which in turn …
Executive Summary: Strategic Navigation of DEI Disclosure Shifts (2022–2025) Overview Diversity, Equity, and Inclusion (DEI) disclosures in SEC filings evolved dynamically from 2022 to early 2025, driven by a variety of factors, including legal scrutiny, …
The current proxy season presents new challenges and opportunities for U.S. companies as they face shifting expectations regarding board diversity. There are a number of notable developments. The Fifth Circuit Court of Appeals decision to vacate the Nasdaq …
What You Need To Know Total anti-DEI proposals submitted for the 2025 proxy season have surpassed pro-DEI proposals. Total pro-DEI proposals for 2025 appear to be on pace to finish below the 2024 proxy season totals, based on early data. Total anti-DEI …
New policy initiatives from the Trump administration, and the turbulence with which they have been introduced, combine to present board audit committees with unexpected new compliance oversight pressures. Every new administration has the right to institute …
In our paper “ESG: A panacea for market power?,” now published in the Journal of Financial Economics, we investigate a fundamental question: What happens when firms credibly pledge to treating stakeholders better than market conditions would dictate? …
I. Overview As suggested by the musician Bob Dylan, in the Proxy field, the times are changing. This installment aims to address some of those changes and, perhaps more importantly, implications for those connected to the corporate proxy space and the …
Posted by Arthur B. Crozier, Gabrielle E. Wolf, and Jonathan L. Kovacs, Innisfree M&A Inc., on Friday, March 14, 2025 Posted by Stephanie M. Hurst and Andrew J. Stanger, Mayer Brown LLP, on Saturday, March 15, 2025 Posted by Allison Wyderka and Wickham …
In this statement, the SEC staff took the position that typical meme coins — a category of crypto assets inspired by internet memes, pop culture, or trending jokes — do not constitute “securities” under federal law. In the view of the Division, …
Anyone following the recent legislative battles in Delaware would be justified in thinking that there is only a single set of proposed reforms to Delaware stockholder litigation pending in the General Assembly. Senate Bill 21, which addresses transactions …
