Corporate boards are no stranger to near-term pressures, but these days the pressures are piling as high as they ever have. Geopolitical tensions and supply-chain disruptions; climate change and technological revolutions; tariff uncertainty, cyberthreats, …
Rising geopolitical tensions are likely to lead to an increase in cyber threats from nation-states. Boards have a great responsibility to ensure resilience beyond compliance. As a growing number of governments around the world pull away from globalization, …
CEO pay in the S&P 500 has continued to record substantial gains with only a marginal drop-off in investor support, writes Will Arnot. With the stock market up again in 2024, median CEO compensation in the S&P 500 saw an 8% year-on-year increase …
Robust shareholder engagement continues to be a critical component of corporate governance, as well as a key element of shareholder activism preparedness. Proactively maintaining a dialogue with the company’s largest shareholders allows the company to …
In Edwards v. GigaAcquistions2, LLC (July 25, 2025), the Delaware Court of Chancery dismissed a case, at the pleading stage, in which former members of Cloudbreak Health, LLC, a high-performing health care company, claimed that Cloudbreak was fraudulently …
Key Takeaways: The 2025 proxy season was an eventful one—unfolding against the backdrop of a new federal administration, changes to the regulatory landscape, and evolving investor sentiment on a variety of issues. Based on our experience and data compiled …
The Delaware Supreme Court’s 2015 decision in Corwin v. KKR Financial Holdings LLC [1] reshaped the landscape of merger and acquisition litigation by establishing a powerful defense for Delaware companies. Under the Corwin doctrine, when there is no …
While hopes for a wave of M&A-driven activism quickly faded in the opening months of 2025, activists instead sailed into uncertain market conditions with a fresh approach and more grit. The new landscape delivered a record number of withhold campaigns, …
Posted by the Harvard Law School Forum on Corporate Governance, on Friday, August 22, 2025 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of August 15-21, 2025
Institutional Shareholder Services (ISS) and Glass Lewis have launched their annual policy surveys (available here and here) to help inform potential changes to their voting policies in advance of the 2026 proxy season. The surveys address, among other …
Gender diversity on corporate boards showed signs of stagnation in the second quarter of 2025. The latest Equilar Gender Diversity Index (GDI) sits at 0.60, where 1.0 represents gender parity between men and women across Russell 3000 boards. This marks …
This report draws on recent disclosure data to examine how US public companies are recalibrating public reporting on diversity, equity & inclusion (DEI)—focusing on shifts in language, workforce and board demographic disclosures, board oversight …
OVERVIEW The 2025 proxy season unfurled against a rapidly shifting political and regulatory backdrop. The dizzying pace of developments from courts, as well as lawmakers, regulators, and other political actors, resulted in an unpredictable and volatile …
While women continue to be underrepresented in executive leadership, the U.S. hospital sector offers a rare opportunity to study a sizable number of female CEOs in a relatively homogeneous, data-rich setting. In this paper, I examine the decision-making, …
U.S.-based activists in particular achieved an uptick in success rates amid the turbulence sparked by U.S. President Donald Trump’s trade war and policy shift, with many adopting new tactics and advancing stronger director candidates to achieve their …
Common ownership describes a situation whereby the same investors hold significant stakes in multiple competing firms. Over the last few decades it has become a defining feature of modern capital markets. Its growth has sparked an important debate among …
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 …
During this proxy season, companies faced a wave of shareholder resolutions attacking diversity, equity, and inclusion (DEI) programs and calling for their eradication. This campaign expanded last year’s anti-DEI attacks, tracked in our 2024 paper, …
INTRODUCTION Decarbonization is a major investment theme for long-term investors, given the worldwide shift already under way in energy infrastructure, transportation, agriculture, business models, and the built environment. Annual climate finance …
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 …
