Key Takeaways Political, legal, and regulatory changes contributed to an altered landscape for governance, DEI and sustainability issues; “Traditional” skills appeared to be on-trend for directors; Directors with significant outside board commitments have …
Good evening, ladies and gentlemen. Thank you, Larry [Cunningham], for your generous introduction and your kind invitation for me to be here today. It is an honor and pleasure for me to participate in the Weinberg Center’s twenty-fifth anniversary. Larry, …
Posted by Anita Bandy, Andrew Lawrence, and Andrew Good, Skadden, Arps, Slate, Meagher & Flom LLP, on Saturday, October 4, 2025 Posted by Dhruv Aggarwal (Northwestern Pritzker School of Law), Albert H. Choi (University of Michigan), and Geeyoung Min ( …
The Society for Corporate Governance, in collaboration with Kirkland & Ellis LLP, convened a panel discussion on Shareholder Engagement: State of Play on September 11, 2025. The discussion highlighted that, in light of the SEC’s guidance on shareholder …
Trump Administration’s National Security Agenda Against the backdrop of structural imbalances in world trade and increasingly fraying geopolitical relations, the Trump administration is advancing its “economic security as national security” doctrine in …
FW Cook’s 2025 Director Compensation Report studies non-employee director compensation at 300 companies of various sizes and industries to analyze market practices in pay levels and program structure. Approximately 96% of companies overlap between this …
This summer, Jamie Dimon faced criticism after a strongly worded rant against ‘WFH Fridays’ went viral. Though he apologized for his choice of words, he held firm on his views, earning respect from many commentators. At first glance, this approach might …
The Problem with the Traditional Language of Corporate Purpose Despite decades of debate and thousands of law review articles, no consensus has emerged around the fundamental question of what the corporation’s purpose is or should be. One likely reason for …
Key Points Corporations submitted approximately 35% more no-action requests to the SEC this proxy season to exclude shareholder proposals from their proxy statements, and about 70% of requests were granted. The increased success rates in 2024 and 2025 and …
How should foundational contract law doctrines apply to corporate mergers? In a forthcoming paper, we argue that recent changes in Delaware law grant parties an unprecedented degree of contractual freedom to define their preferred remedies in merger …
Key Observations After new Securities and Exchange Commission guidance on environmental, social, and governance shareholder resolutions, the number of voted proposals fell 22% in the 2025 proxy year. However, average support for conventional ESG …
Introduction Love them or hate them, everyone has a point of view on stock options. Some people credit them for driving a growth culture, while others blame them for promoting undue risk-taking in corporate America. Given evolving shareholder …
Fifty years ago, former SEC chair William Cary famously attacked Delaware’s role in promulgating national corporate law and argued that to improve our national corporate law, “[t]he first step is to escape from the present predicament in which a pygmy …
Water scarcity, supply-chain risk and board-level decisions underscore the importance of a stewardship lens. Companies today face intensifying pressures—from surging electricity demand and water shortages, to shifting policies and regulations, to a rise in …
Key Takeaways: SEC Chairman Paul Atkins has announced support of a shift from the current quarterly reporting regime to semiannual reporting for U.S. public companies, in line with other jurisdictions such as the United Kingdom and European Union. A move …
Posted by the Harvard Law School Forum on Corporate Governance, on Friday, October 3, 2025 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of September 26-October 2, 2025 Posted by Anna Pinedo, Liz …
Reporting on Scope 3 greenhouse gas (GHG) emissions remains a complex undertaking for companies, requiring calculation, estimation, and assumptions – particularly concerning factors outside of direct operational control. However, significant progress has …
This Regional Brief reports on the corporate governance topics and trends Vanguard’s Investment Stewardship team observed across portfolio companies domiciled in the U.S.; it includes data on the proxy votes cast by the Vanguard-advised funds between July …
Although the SEC climate rules never became effective, the California GHG emissions disclosure and assurance requirements apply to a significant number of public and private U.S.-based companies (including U.S. subsidiaries of non-U.S. companies) that do …
On June 4, 2025, the U.S. Securities and Exchange Commission (the “SEC”) published a Concept Release on Foreign Private Issuer Eligibility (the “Concept Release”) soliciting public comment on proposed changes to the definition of foreign private issuer (“ …
