The Harvard Law School

Weekly Roundup: April 4-11, 2025

Equity Grant Disclosure Insights Posted by Neil McCarthy, James Palmiter, and G. Michael Weiksner, DragonGC, on Friday, April 4, 2025 Tags: Disclosure, equity, MNPI, SEC Reporting Portfolio Emissions By Asset Managers Posted by Patricia Volhard, John Young, and Ulysses Smith, Debevoise & Plimpton LLP, on Saturday, April 5, 2025 Tags: Asset Managers, Climate, emissions, GHG […]

Apr 11, 2025 - 14:36

Posted by the Harvard Law School Forum on Corporate Governance, on Friday, April 11, 2025

Editor's Note:

This roundup contains a collection of the posts published on the Forum during the week of April 4-11, 2025

Equity Grant Disclosure Insights

Posted by Neil McCarthy, James Palmiter, and G. Michael Weiksner, DragonGC, on Friday, April 4, 2025

Tags: Disclosure, equity, MNPI, SEC

Reporting Portfolio Emissions By Asset Managers

Posted by Patricia Volhard, John Young, and Ulysses Smith, Debevoise & Plimpton LLP, on Saturday, April 5, 2025

Tags: Asset Managers, Climate, emissions, GHG

Delaware Revamps Its General Corporation Law — Will It Stop Companies from Leaving?

Posted by David Bell, Marie Bafus, and Dean Kristy, Fenwick & West LLP, on Sunday, April 6, 2025

Tags: corporate law, delaware, Delaware Court of Chancery, DGCL

Chancery Court Clarifies Delaware’s Stance on Sandbagging and Transaction Multiple for Damages

Posted by Frank J. Favia Jr., Jonathan A. Dhanawade, and Andrew J. Stanger, Mayer Brown LLP, on Monday, April 7, 2025

Tags: delaware, Delaware Court of Chancery, M&A, Merger

Fair Is Fair: Reforming Fairness Review

Posted by Jonathan Macey (Yale Law School), on Monday, April 7, 2025

Tags: corporate law, delaware, Delaware Court of Chancery, Shareholders

2025 Shareholders Meeting Agenda: Proactive Board Oversight Amid Significant Uncertainty and Change

Posted by Amy Rojik and Lee Sentnor, BDO, on Monday, April 7, 2025

Tags: Board of Directors, Corporate governance, dei, ESG

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

Posted by Cydney Posner, Cooley LLP, on Tuesday, April 8, 2025

Tags: Department of Government Efficiency (“DOGE”), Elon Musk, SEC, Shadow SEC

The Artificially Intelligent Boardroom

Posted by David F. Larcker (Stanford University), Amit Seru (Stanford University), and Brian Tayan (Stanford University), on Tuesday, April 8, 2025

Tags: Artificial intelligence, Board of Directors, CEOs, Corporate governance

Q1 2025 Review of Shareholder Activism

Posted by Jim Rossman, Chris Ludwig and Quinn Pitcher, Barclays, on Tuesday, April 8, 2025

Tags: Activism, activist campaigns, Activists, Board of Directors

Will the Tariffs be a Poison Pill for Proxy Contests This Season?

Posted by Kai H. E. Liekefett and Derek Zaba, Sidley Austin LLP, on Wednesday, April 9, 2025

Tags: Poison pills, Proxy contests, Shareholders, Tariffs

Disclosures and Share Repurchase: Did SEC Rules Curb Opportunistic Buybacks?

Posted by Brian Bratten (University of Kentucky), on Wednesday, April 9, 2025

Tags: disclosures, investors, Rule 10b-18, SEC

Remarks by Acting Chair Uyeda to the Annual Conference on Federal and State Securities Cooperation

Posted by Mark T. Uyeda, U.S. Securities and Exchange Commission, on Wednesday, April 9, 2025

Tags: Dodd-Frank Act, investors, regulation, SEC

Analysis of Lost Premium Damages Provisions Following the Adoption of DGCL Section 261 Amendments

Posted by Thomas W. Christopher and Jennifer Chu, White & Case LLP, on Thursday, April 10, 2025

Tags: delaware, Delaware Court of Chancery, Delaware law, DGCL

How Rigid Corporate Law Hinders Venture Capital Contracting: A Taxonomy of the Impediments

Posted by Luca Enriques (Bocconi University), Casimiro Antonio Nigro (Goethe University), and Tobias H. Troeger (Goethe University), on Thursday, April 10, 2025

Tags: corporate law, delaware, Delaware law, Venture Capital

2025 Proxy Season Preview

Posted by Aaron Wendt, Krishna Shah, and Courteney Keatinge, Glass, Lewis & Co., on Thursday, April 10, 2025

Tags: Board of Directors, ESG, Executive Compensation, Shareholders