The Harvard Law School

Delaware Supreme Court Overturns Tripadvisor Decision, ...

In a much-anticipated decision, Maffei v. Palkon (“Tripadvisor”) (Feb.  4, 2025)...

Explicit and Implicit Bundling in Shareholder Voting on...

The 2015 Delaware Supreme Court decision in Corwin expanded the cleansing effect...

The DEI Dilemma

We wrote recently about regulatory and policy developments that are ushering in ...

Pay Ratios: CEO and C-Suite Compensation in the Russell...

The CEO is consistently the highest-paid executive in the C-Suite, but how does ...

Delaware Supreme Court Reaffirms High Bar for Proving C...

Key Takeaways Delaware Supreme Court reaffirms that “the test for actual control...

AI-Powered (Finance) Scholarship

The Scale and Scope of AI-Generated Research Our study begins by mining over 30,...

Delaware Corporate Law: Recent Trends and Developments

On January 28, 2025, Skadden hosted a webinar on recent developments in Delaware...

Sustainability and the Corporate Reporting System

My paper explores foundational sustainability reporting concepts, including what...

What Directors Should Know About the 2025 Proxy Season

Governance is a shared investor priority in an increasingly fractured proxy land...

Takeaways from the Pause on Foreign Corrupt Practices A...

On February 10, 2025 President Trump issued an executive order titled “Pausing F...

Rethinking Shareholder Contracting: The Design of Corpo...

Delaware corporate law has stepped into uncharted territory. The spark came from...

Demonstrating Alignment of CEO Pay and Performance

Introduction Realizable pay (“RP”) is composed of cash compensation paid (e.g., ...

SEC Staff Reinstates Traditional Approach to Interpreti...

On February 12, 2025, the Division of Corporation Finance (the “Staff”) of the U...

White Squires, Black Knights, Spin-offs, and Succession...

Last year saw global hedge fund activism activity reach record highs, both in th...

Delaware Corporate Law Myth-Busting: The “Expanding Def...

This note is the first in a series intended to bust several burgeoning myths abo...

Delaware

For generations now, Delaware has been the incorporating jurisdiction of choice ...

Weekly Roundup: February 14-20, 2025

The Evolving Anti-DEI and Anti-ESG Landscape: Implications for the Public Sector...

Shareholder Proposals: Staff Legal Bulletin No. 14M (CF)

A. The Purpose of This Bulletin This bulletin is part of a continuing effort by ...

Corporate Governance and Firm Value

Scholars have long debated how corporate governance affects firm value. The topi...

Thirty Years Later – Why Corporations Continue to Choos...

Thirty years ago, our now-retired partner Lew Black released his widely read art...

Climate and Energy Executive Orders: Implications for C...

On January 20, 2025, the president signed three significant climate and energy-r...

Too Many Mergers? The Golden Parachute as a Driver of M...

This paper argues that the prevailing corporate governance regime in the United ...

Delaware Legislators and Governor Propose Landmark Legi...

On February 17, 2025, Delaware’s legislative leaders and Governor announced land...

Granting Favors: Insider-Driven Corporate Philanthropy

Corporate charitable giving has long been considered a key tool in companies’ en...

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