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 …
Corporate Boards find themselves in a changed world this proxy season. The tide of shareholder and regulatory pressure on corporations to disclose and take action on environmental and social causes has subsided, while a wave of new risks ranging from new …
Key Takeaways In this edition of Dechert’s Securities & Derivative Litigation Quarterly Update, we: Examine trends in federal securities class-action filings, which saw a slight uptick in 2024, with an increase in AI-related cases and notable declines …
With the 2025 proxy season upon us, this Alert highlights governance, disclosure, and engagement considerations for companies preparing for their 2025 annual meetings. [1] Many of the governance and disclosure matters discussed below remain consistent with …
At the heart of the laws of firms lies an unsolved enigma: Although all owners presumably desire maximal profit irrespective of the form of firm, the rules of fiduciary duty diverge, as if the law seeks discretely disparate managerial behavior and thus …
Georgeson’s Global Institutional Investor Survey highlights some of the top priorities and strategies of institutional investors around the world. Priorities for 2025 include executive pay, shareholder rights, climate transition and human capital …
In today’s rapidly shifting business landscape, boards are simultaneously learning to navigate through unprecedented complexities while facing expectations to deliver sound advice for sustainable growth. Boards are under a range of intense pressures ( …
In a notable opinion that impacts how Delaware corporations consider advancement of litigation expenses to their officers and employees, the Delaware Chancery Court signaled that, when corporations grant a right to advancement of litigation expenses, the …
Posted by the Harvard Law School Forum on Corporate Governance, on Friday, March 14, 2025 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of March 7-13, 2025 Posted by Cathy Botticelli, Rick S. …
The 2024 proxy season was notable for a number of reasons. Upward trends in the number of campaigns, the increased number of activists, and an increased focus on “operational” campaigns coupled with decreased success of activists in proxy fights and an …
2024 affirmed the power of the “Big Three” (Vanguard, BlackRock, and State Street), and large, passive investors generally, to influence director elections and corporate governance. Several trends also emerged in 2024 highlighting expanded shareholder …
Activity by activist hedge funds, both in the U.S. and abroad, has increased since the end of the pandemic. In 2024, there was a slight increase in global activism campaigns compared to 2023, which saw a 9% increase in the number of campaigns compared to …
Key Takeaways Early in the second Trump administration, the SEC has shown a less permissive attitude to company and investor engagement on environmental, social and governance (“ESG”) matters. While litigation efforts by state and private actors …
In anticipation of the 2025 proxy season, publicly traded companies are actively preparing their proxy statements (DEF 14A) for submission to the Securities and Exchange Commission (SEC). These proxy statements, which contain key information pertaining to …
As the ESG backlash continues to unfold, some observers have suggested that criticism of ESG applies with equal force to the notion of stakeholder governance and, relatedly, vindicates Milton Friedman’s theory of shareholder primacy. This erroneously …
The Council of Institutional Investors (CII or Council) writes to respectfully express our opposition to the enactment of Delaware Senate Bill 21 in its current form (SB 21). [1] CII is a nonprofit, nonpartisan association of U.S. public, corporate and …
While many had predicted that the introduction of the universal proxy card (UPC) would mean a boon for activists, after two years the evidence is more nuanced, with activists often appearing to face an even higher bar in order to win support for their …
As we know, activism can take many forms, but the goal always remains generally the same: to motivate management and boards to make changes in the way their companies are currently operating. The strategy that activists will use depends on their objectives …
2024 was called a “super year” for political elections, with 72 countries and half the world’s population going to the polls. Incumbent political parties across the globe lost these elections at a dizzying rate as voters punished those seen as responsible …
