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 …
Technological advancements have improved the ways that companies collect, transfer, and process data within and between organizations, creating markets that are largely reliant on internet infrastructure for their day-to-day operations. While these …
On February 5, 2025, the U.S. Department of Justice (DOJ) and the U.S. Office of Personnel Management (OPM) issued internal memoranda (the “Memoranda”) providing guidance relating to implementation of the Administration’s Executive Orders (EOs) on …
Over the past few years, investors have been contending with forces that are transforming the global economy. During this time, they have sought to understand how these changes will impact economic performance at the companies in which they invest and …
Senate Bill 21 (SB21), currently pending in the Delaware legislature, proposes amending the Delaware General Corporation Law (DGCL) to weaken constraints on related party transactions between a corporate controller and its company. (See description of the …
The designation of SEC Commissioner Mark Uyeda as the Acting Chair of the U.S. Securities and Exchange Commission (SEC) on January 21, 2025, has resulted in a number of key policy developments. These developments, which we summarize in chronological order …
Despite a year-to-year decline in the number and value of one-time awards granted to executives, sign-on, make-whole and retention awards continue to represent a significant cost to companies and their shareholders. In this post, we use Glass Lewis data …
A proposal to make broad and major changes to Delaware’s corporate law code, the DGCL, was made public last week. I understand that an effort will be made to enact the proposal, which is backed by the governor, by the end of this month. Prominent law firms …
In Manti v. Authentix, minority stockholders of Authentix Acquisition Corp. (the “Company”) challenged the $87.5 million sale of the Company by private equity firm The Carlyle Group to private equity firm Blue Water Energy, LLC (the “Merger”). In an …
Public companies would be well advised, on a lovely, clear day (in the Delaware sense), to update their advance notice bylaws. In the normal course these bylaws receive little attention, but in the event of an activist campaign they are critical to the …
Recent debates over corporate social responsibility reveal deepening divides in how companies engage with environmental, social, and governance (ESG) issues. Public discourse around corporate responsibility has intensified, with the U.S. emerging as a …
From the moment the second Trump presidential term became a reality in November 2024, it was widely expected that the Securities and Exchange Commission (SEC) would undergo broad changes under a Republican-led commission focused on rolling back many of the …
On February 4, 2025, the Delaware Supreme Court (the “Court”) overturned a prior ruling by the Delaware Court of Chancery, which subjected TripAdvisor Inc.’s (“TripAdvisor”) and Liberty TripAdvisor Holdings Inc.’s (“Liberty”) corporate conversions to …
Posted by Scott A. Barshay, Krishna Veeraraghavan, and Carmen X. Lu, Paul, Weiss, Rifkind, Wharton & Garrison LLP, on Saturday, February 22, 2025 Posted by Robert Novy-Marx (University of Rochester) and Mihail Z. Velikov (Penn State University), on …
Supreme Court Decisions and Developments Supreme Court: Overturns Chevron Deference Overturning nearly 40 years of precedent, on June 28, 2024, the Supreme Court held by a 6-3 vote: “Chevron is overruled.” Loper Bright Enters. v. Raimondo, 144 S. Ct. 2244 …
The 2015 Delaware Supreme Court decision in Corwin expanded the cleansing effect of a shareholder vote, thereby endowing shareholder votes with greater normative weight than at any time in the modern period. Outside the context of a conflicted transaction …
We wrote recently about regulatory and policy developments that are ushering in a retreat from ESG at public companies, proxy advisors, and investors. As companies head into proxy season, the appropriate manner and scope of that retreat has been …
The Scale and Scope of AI-Generated Research Our study begins by mining over 30,000 potential stock return predictor signals from accounting data. These signals are constructed using various combinations of financial statement items from the COMPUSTAT …
