On Friday, the Court in Texas v. Blackrock issued an opinion largely denying defendants’ motion to dismiss, which allows a coalition of States to proceed with claims that BlackRock, State Street, and Vanguard conspired to violate the antitrust laws by …
Posted by the Harvard Law School Forum on Corporate Governance, on Friday, August 15, 2025 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of August 8-14, 2025 Posted by Julia Thompson, Keith …
Structuring Share Repurchases: Rule 10b-18 and Rule 10b5-1 Applied to Open-Market Share Repurchase Programs, Accelerated Share Repurchase Transactions and Enhanced Open-Market Share Repurchase Transactions Share repurchase (or share buyback) programs are a …
CEOs today face an increasingly complex operating environment: they are tasked with navigating volatile global trade policies, geopolitical tensions, and the rise of AI. The role of CEO has become more challenging—and important—than ever. Organizations …
Welcome to the latest edition of Fenwick’s Securities Law Update. This issue contains updates and important reminders on: Risk Factor and Management’s Discussion and Analysis considerations for upcoming Form 10-Q filings The latest development in the …
“The most dangerous risk is the one you didn’t know you were taking.” As multinational corporations expand their global footprint, many boards presume their governance frameworks travel seamlessly along with their products and services. But legal systems …
Capital access and efficiency — A critical benefit of this liquidity is that public markets can provide much greater amounts of capital at lower costs than private markets and with less friction. Brand — Few events in the life of a company offer the level …
Priorities for today’s CEOs After working with hundreds of CEOs, we’ve identified two sets of priorities that typically guide a CEO’s day-to-day. The Core Priorities, foundations of the role, remain relatively consistent from year to year, while the …
What are Nature Dependencies? Businesses across all industries both depend on and impact nature through their activities and supply chains in some way. For example, a beverage company that depends on groundwater may face risks if that natural resource …
Introduction Investors’ governance focus evolves in a season shaped by uncertainty and change The 2025 proxy season was marked by a changing regulatory and policy landscape and shifting dynamics between companies and investors. New SEC guidance …
Early this year, within a matter of weeks, Delaware legislators proposed and enacted Senate Bill 21 (SB 21), a significant overhaul of the state’s corporate law code. This reform introduced more permissive rules for transactions involving conflicted …
In today’s climate of heightened polarization, intensifying public scrutiny, and shifting political dynamics, companies that engage in political spending face significantly greater risks than in the past. To help companies navigate these growing risks, the …
Texas Governor Greg Abbott recently signed into law S.B. 2337, marking a significant development in the increasing scrutiny of proxy voting as a focus of regulators targeting environmental, social, and governance (ESG) investing, including by institutional …
When a company experiences an adverse event, it and its directors and officers are often subject to multiple shareholder lawsuits and demands. These matters proceed on different timelines, creating scenarios in which discovery may have begun in one case …
The debate over state competition for corporate charters was a lively topic in academic and policy circles in the 1970s but then settled into relative dormancy, punctuated only by occasional flareups over federal interventions. In recent years, however, …
While perquisites, retirement and severance are not ordinarily an annual focus of Compensation Committees, these non-core elements can play a critical role in crafting executive compensation programs that enable companies to achieve their strategic goals …
Environmental, Social, and Governance (ESG) considerations have moved from a fringe concern to a central topic in corporate strategy and investment. Yet, as debates over fiduciary responsibility and ideological overreach intensify, the ESG landscape …
VEA Chair Nell Minow gave the keynote address at ICGN’s 30th anniversary conference in New York on July 18, 2025. Her remarks: It is a great honor to be here and I want to begin with my thanks for the invitation and especially for the extraordinary support …
In Short The Background: In June 2025, two former executives were each sentenced to more than three years in prison for conspiracy and failure to report hazardous products to the U.S. Consumer Product Safety Commission (“CPSC”), marking the first criminal …
I recently posted on SSRN an article The Law and Economics of An Act to Encourage Privateering Associations that examines New York’s 1814 Act to Encourage Privateering Associations, the second general incorporation statute in U.S. history and a unique …
