The Harvard Law School

2025 U.S. Proxy Season Review: Navigating Complexity in...

Corporate Boards find themselves in a changed world this proxy season. The tide ...

Caremark Liability for Materially Misleading Cybersecur...

Delaware’s Caremark doctrine requires directors to exert oversight over legal ri...

Securities and Derivative Litigation: Quarterly Update

Key Takeaways In this edition of Dechert’s Securities & Derivative Litigation Qu...

Remarks by Acting Chair Uyeda to the Investment Company...

I. Introduction Thank you, Paul [Cellupica], for the thoughtful introduction and...

Preparing for the 2025 Reporting Season: Proxy Season R...

With the 2025 proxy season upon us, this Alert highlights governance, disclosure...

A Theory of Calibrated Fiduciary Duties in Firms

At the heart of the laws of firms lies an unsolved enigma: Although all owners p...

Global Institutional Investor Survey 2024 Report

Georgeson’s Global Institutional Investor Survey highlights some of the top prio...

Three Areas Where Boards Spend Their Time But Don’t See...

In today’s rapidly shifting business landscape, boards are simultaneously learni...

Which Officers and Employees Have Advancement Rights?

In a notable opinion that impacts how Delaware corporations consider advancement...

Activism in the 2024 Proxy Season and Implications for ...

The 2024 proxy season was notable for a number of reasons. Upward trends in the ...

2025 Proxy Season Trends: The Pendulum Swings Toward Ma...

2024 affirmed the power of the “Big Three” (Vanguard, BlackRock, and State Stree...

Shareholder Activism – 2024 Review and 2025 Outlook

Activity by activist hedge funds, both in the U.S. and abroad, has increased sin...

Weekly Roundup: March 7-13, 2025

Texas is Disrupting Delaware’s Dominance through Innovation Posted by Jonathan M...

An Update on ESG Litigation Risks in the United States

Key Takeaways Early in the second Trump administration, the SEC has shown a less...

An Early Look at Trends From Proxy Season 2025

In anticipation of the 2025 proxy season, publicly traded companies are actively...

The Enduring Nexus Between Value and Values

As the ESG backlash continues to unfold, some observers have suggested that crit...

Letter on Delaware Senate Bill 21

The Council of Institutional Investors (CII or Council) writes to respectfully e...

Who Are the Real Winners Under UPC?

While many had predicted that the introduction of the universal proxy card (UPC)...

U.S. Shareholder Activism Review 2024 and a Look Toward...

As we know, activism can take many forms, but the goal always remains generally ...

Prepare for Changes to the Shareholder Engagement Process

As companies prepare for engagement with their shareholders in connection with t...

Proxy Advisors and Institutional Shareholders Revise Vo...

Several proxy advisors and institutional shareholders have revised their voting ...

Another “Super Year” for Activism

2024 was called a “super year” for political elections, with 72 countries and ha...

ESG Misrepresentations and Bond Investors

When the Securities and Exchange Commission (SEC) describes its mission as prote...

2025 Proxy Season Preview

Shareholder proposals reached record levels in 2024, signaling continued shareho...

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