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 …
As companies prepare for engagement with their shareholders in connection with the 2025 annual meeting season, they should be prepared for a change in the approach followed by institutional investors. These changes are being driven by recent Securities and …
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 …
On February 26, 2025, the European Commission (Commission) published a proposed ‘Omnibus package’ to streamline some of the recently adopted European Union (EU) sustainability laws. The laws in scope of the proposed Omnibus package are the Corporate …
When the Securities and Exchange Commission (SEC) describes its mission as protecting investors, it mainly has stock investors in mind. The stock market crash of 1929 prompted Congress to pass the federal securities laws. It believed that ordinary …
Shareholder proposals reached record levels in 2024, signaling continued shareholder engagement pressures for 2025. Companies should continue proactively engaging with shareholders, monitor policy updates, and ensure compliance with regulatory requirements …
Today, I am taking action on The Enhancement and Standardization of Climate-Related Disclosures for Investors rule that was adopted by the Commission on March 6, 2024 (the “Rule”). [1] The Rule is currently being challenged in litigation consolidated in …
Posted by the Harvard Law School Forum on Corporate Governance, on Friday, March 7, 2025 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of February 28-March 6, 2025
Disruptive innovation has come to the jurisdictional competition for corporate charters. For decades, the biggest obstacle facing states seeking to challenge Delaware’s dominance in the jurisdictional competition for corporate charters was their inability …
Public companies find themselves rethinking disclosures relating to the diversity of their board and their director recruitment practices as they head into proxy season, given recent developments – including the US Court of Appeals for the Fifth Circuit’s …
In a new paper posted on SSRN, I argue that stakeholder theory will not become fully intellectually respectable until it adopts the concepts and methods of welfare economics. As everyone involved in corporate governance knows, stakeholder theory holds that …
