On June 30, the U.S. Supreme Court agreed to hear a case that will determine whether Section 47(b) of the Investment Company Act of 1940 (ICA) creates a private right of action for shareholders of registered investment companies to bring lawsuits for …
This summary is focused on 14a-8 proposals that were voted on by shareholders during the 2024-2025 season.1 We have a separate package of materials that covers 14a-8 challenges to inclusion brought by companies using no-action letter requests which can be …
In recent days, the Trump administration has proposed additional tariffs, causing further uncertainty for many public companies. As companies approach their current quarterly guidance, we took a data-driven approach to see how large public companies …
In late May 2025, the SEC Commissioners and senior staff across the agency spent two days at “SEC Speaks” discussing the SEC’s priorities under newly installed Chairman Paul Atkins, providing the first significant window into the new SEC. It is clear that …
Posted by the Harvard Law School Forum on Corporate Governance, on Friday, July 18, 2025 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of July 11-17, 2025 Posted by Evan Epstein (UC Law San …
The landscape for Diversity, Equity, and Inclusion (DEI) in the United States has shifted dramatically in 2025. What was once viewed as a cornerstone of corporate social responsibility is now a flashpoint for legal scrutiny, political backlash, and …
The end of June marks the end of another proxy year, and the past year certainly looks very different from previous ones, particularly when it comes to sustainability. Overall, the number of ESG shareholder resolutions has fallen by around a third in 2025, …
In order to succeed in today’s rapidly changing, demanding environment, directors cannot rely on episodic governance but must instead embed agility, resilience, and transparency into board practice. Agility is now a core boardroom competency—static …
The One Big Beautiful Bill Act (the “OBBBA”) was signed into law on Friday, and, while not the paradigm shift of 2017’s Tax Cuts and Jobs Act (the “TCJA”), it introduces important changes affecting both domestic and cross-border transactions, many of which …
Key Takeaways: Emissions Disclosure: SB 253 requires companies in scope to annually disclose scope 1 and 2 GHG Emissions (Scope 3 starting 2027) Financial Risks: SB 261 requires companies to report biannually on climate-related financial risks Future …
We recently posted on SSRN our article How to Control Controller Conflicts, which will be published later this year in the Journal of Corporation Law’s fiftieth anniversary issue. Our article provides a unified approach to protecting public investors in …
In today’s new era of governance, board members who can shape and sustain a strong board culture are emerging as enablers of organizational success. The Wharton Alumni for Boards community and Nasdaq Center for Board Excellence convened a panel of seasoned …
Criticism of proxy advisors is at an all-time high as public companies grow increasingly frustrated with proxy advisors’ lack of transparency, error-prone reports, and rampant conflicts of interest. In response, the Texas Legislature recently adopted SB …
Artificial intelligence (AI) is fast becoming an intrinsic part of business: strategy, growth, product innovation, operations and more. It’s poised to redefine business models, revolutionize workflows and reshape entire industries. The rapid evolution of …
Posted by the Harvard Law School Forum on Corporate Governance, on Friday, July 11, 2025 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of July 4-10, 2025 Posted by Matthew A. Schwartz, James M. …
I. Introduction | Why Use an Earn-Out? Amid the relatively high interest rates and accompanying M&A slowdown of recent years, it has become more popular—or at least more visible—for buyers and sellers across sectors to take a page from the life- …
In a broad reversal of course on proposed rules issued by the Securities and Exchange Commission (SEC) under the leadership of former SEC Chair Gary Gensler, on June 12, 2025, the SEC issued a notice withdrawing 14 of the proposed rules. While most of the …
The global proxy system is at a crossroads. Frustrations from investors and issuers in the proxy process are leading to frequent headlines from both camps calling for reform, but solutions have been elusive. Furthermore, frustrations with the proxy process …
2025 Proxy Season Highlights FEWER PROPOSALS, LESS SUPPORT There has been a drastic reduction in the overall number of shareholder proposals, in part due to the SEC’s willingness to grant no-action relief after publication of SLB 14M, coupled with lower …
CEO succession is one of the board’s most sensitive, high-stakes responsibilities. It’s not just about selecting a new leader—it’s about safeguarding the company’s future, preserving the outgoing CEO’s legacy, aligning diverse stakeholders, and maintaining …
