China is known in the West for many things. However, a rules-based market for shareholder activism is not one of them. President Xi Jinping is (in)famous in the West for demanding “that businesses conform to the aims of the Communist Party”.[1] The newly …
Key Points For the 2024 proxy season, companies submitted approximately 50% more no-action requests for the exclusion of shareholder proposals than they did for the prior proxy season. The SEC Staff granted more than two-thirds of no-action requests, …
Physicists calculate that approximately 85% of the matter in the universe is composed of “dark matter” that “does not absorb, reflect, or emit electromagnetic radiation and is therefore difficult to detect.” The S&P 500 currently trades at a price to …
CEO compensation is a multifaceted and often scrutinized aspect of corporate governance. Public companies typically incentivize CEOs to drive corporate performance with lucrative pay packages. Meanwhile, the magnitude of the pay packages awarded to chief …
Hennessy Capital Acquisition Corp. IV, a special purpose acquisition company (“SPAC”), signed a merger agreement with Canoo in August 2020 and issued a proxy statement that described the company’s business model. Unlike its competitors, Canoo’s business …
In our recent article titled “Common Ownership and Hedge Fund Activism: An Unholy Alliance?” we propose a novel mechanism linking common ownership to anticompetitive outcomes. While hedge fund activism can be beneficial to society in a competitive market, …
Introduction to BlackRock Investment Stewardship BlackRock’s clients depend on us to help them meet their varied investment goals. We consider it one of our responsibilities to be an informed, engaged shareholder on their behalf, given the business …
Within weeks of the Supreme Court’s decision striking down affirmative action in college admissions last year, Republican attorneys general for 13 states sent a letter to Fortune 100 CEOs condemning their DEI initiatives in the workplace. They threatened …
The Freshfields’ team reviewed trends and developments for the 2024 proxy season, summarizing the key takeaways and guidance across the following core areas: shareholder proposals; board, director and senior management trends, including diversity; ESG and …
On April 3, 2024, The Walt Disney Company (“Disney”) successfully won a proxy contest launched by Nelson Peltz’s Trian Fund Management LP (“Trian”) and Blackwells Onshore I LLC and affiliates (“Blackwells”) at its 2024 Annual Shareholders Meeting. The …
For companies, navigating the ESG landscape means balancing various stakeholder demands, keeping abreast of rapidly-changing new laws and regulations, and calibrating contradictory litigation risks. Last week, this already-difficult landscape was …
Delaware case law recognizes that directors and officers owe a duty of oversight, and failure to adequately exercise such duty may result in liability. Such claims — known as “Caremark claims” after the seminal decision in In re Caremark Int’l Inc. (Del. …
Last week, the Delaware General Assembly passed S.B. 313, overturning West Palm Beach Firefighters’ Pension Fund v. Moelis. Upon Governor Carney’s signature, S.B. 313 will amend the DGCL by adding § 122(18) and enable corporations to enter so-called …
Artificial intelligence has emerged as a pressing issue for boards that demands new approaches to governance to ensure that companies are seizing opportunities for value creation, while minimizing enterprise risk. AI technologies possess the potential to …
Recent Securities and Exchange Commission (SEC) enforcement action and statements by SEC officials show that the Commission remains focused on disclosures regarding cybersecurity incidents. On May 21, 2024, Erik Gerding, director of the SEC’s Division of …
Governance and transaction cost insights of Williamson and Coase provide understanding of firm structures, management strategies, and antitrust. Economizing on transaction costs within firms and markets explains efficient adaptation. Neither Williamson …
Thank you, Lukasz [Chyla],for that introduction. And thank you to the Jagiellonian University and to Catholic University for hosting this conference. Let me begin by stating that my views are my own as a Commissioner and not necessarily those of the U.S. …
On March 6, 2024, the United States Securities and Exchange Commission (“SEC”) adopted the much anticipated climate-related disclosure rules, two years after publishing the proposed rules. Immediately following the adoption of the rules, multiple parties …
When Delaware Governor John Carney applies his signature to Senate Bill 313, which is expected to occur shortly, the market practice amendments to the Delaware General Corporation Law (the “DGCL”) will officially be incorporated into the DGCL. Thereafter, …
Key Takeaways A Delaware judge’s decision to void $55.8 billion in compensation for Elon Musk was a noteworthy event for shareholders and corporate issuers, not only regarding compensation, but also the complexities around evaluating director independence. …
