The Harvard Law School

AI, Identity-Driven Shareholder Activism, and the Futur...

Artificial intelligence (AI) is rapidly transforming corporate governance. While...

Court Upholds Legality of Poison Pills for Closed-End F...

On March 28, 2025, the U.S. District Court for the Southern District of New York...

Remarks by Commissioner Crenshaw at the 44th Annual SEC...

Good afternoon. It’s a pleasure to be here today. And it’s hard to imagine a mor...

Controller’s Breach of Fiduciary Duties Leads To Novel ...

Vice Chancellor Laster’s opinion in In re Dura Medic Holdings, Inc. is a helpful...

Staggered Board Shenanigans at Phillips 66

Staggered terms for corporate directors, long a source of debate in corporate go...

From Opposition to Action: S&P 500 Company Responses to...

In our previous Viewpoint, “Recap of the 2024 Say on Pay Season,” we discussed t...

Chancery Finds Two 2-Year Non-Competes Unenforceable in...

In Cleveland Integrity Services v. Byers (Feb. 28, 2025), the Court of Chancery ...

Private Equity and Stockholder Agreements: Empirical In...

In 2024, the landmark Moelis opinion from the Delaware Court of Chancery invalid...

The Democratization of Investing: Expanding Prosperity ...

I hear it from nearly every client, nearly every leader—nearly every person—I ta...

How Boards Can Effectively Oversee AI to Drive Value an...

The state of AI has advanced at a faster pace than almost anyone had expected. T...

Regulatory Shifts in ESG: What Comes Next for Companies?

The environmental, social & governance (ESG) regulatory landscape is increasingl...

Weekly Roundup: April 4-11, 2025

Equity Grant Disclosure Insights Posted by Neil McCarthy, James Palmiter, and G....

Redefining the CEO’s Role for the Next Generation

More than 1,800 US CEOs departed their roles in 2024, according to Challenger, G...

Analysis of Lost Premium Damages Provisions Following t...

Effective August 1, 2024, Delaware adopted a set of amendments to the Delaware G...

How Rigid Corporate Law Hinders Venture Capital Contrac...

Venture capital (VC) has been a driving force behind innovation and economic gro...

Will the Tariffs be a Poison Pill for Proxy Contests Th...

On April 2, the announced tariffs on certain imported products into the U.S. are...

Disclosures and Share Repurchase: Did SEC Rules Curb Op...

Share repurchases have been a controversial way to return cash to shareholders f...

Remarks by Acting Chair Uyeda to the Annual Conference ...

Good morning and welcome to the annual conference on federal and state securitie...

Is the SEC Facing a Death by 1,000 Cuts?

Bloomberg reports that staff from the Department of Government Efficiency is cur...

The Artificially Intelligent Boardroom

We recently published a paper on SSRN (“The Artificially Intelligent Boardroom”)...

Q1 2025 Review of Shareholder Activism

Observations on the Global Activism Environment in Q1 2025 Global Activism Obser...

Chancery Court Clarifies Delaware’s Stance on Sandbaggi...

At A Glance The Delaware Chancery Court has issued a notable opinion that confir...

Fair Is Fair: Reforming Fairness Review

Much time and energy is being devoted to determining how corporate decision-maki...

2025 Shareholders Meeting Agenda: Proactive Board Overs...

Board directors once again enter proxy season against a backdrop of significant ...

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