Weekly Roundup: February 21-27, 2025

Delaware Corporate Law Myth-Busting: The “Expanding Definition” of Controlling Stockholder Posted by Ben Potts, Andrew Blumberg, and Tom James, Bernstein Litowitz Berger & Grossmann LLP, on Friday, February 21, 2025 Tags: Delaware cases, Delaware Court of Chancery, Delaware law, Stockholder Delaware Posted by Martin Lipton, Wachtell, Lipton, Rosen & Katz, on Friday, February 21, 2025 […]

Feb 28, 2025 - 15:38

Posted by the Harvard Law School Forum on Corporate Governance, on Friday, February 28, 2025

Editor's Note:

This roundup contains a collection of the posts published on the Forum during the week of February 21-27, 2025

Delaware Corporate Law Myth-Busting: The “Expanding Definition” of Controlling Stockholder

Posted by Ben Potts, Andrew Blumberg, and Tom James, Bernstein Litowitz Berger & Grossmann LLP, on Friday, February 21, 2025

Tags: Delaware cases, Delaware Court of Chancery, Delaware law, Stockholder

Delaware

Posted by Martin Lipton, Wachtell, Lipton, Rosen & Katz, on Friday, February 21, 2025

Tags: amendments, corporate law, Delaware Court of Chancery, Delaware law

White Squires, Black Knights, Spin-offs, and Succession: The Four Horsemen of Hedge Fund Activism in 2025

Posted by Scott A. Barshay, Krishna Veeraraghavan, and Carmen X. Lu, Paul, Weiss, Rifkind, Wharton & Garrison LLP, on Saturday, February 22, 2025

Tags: Activism, CEOs, Hedge funds, M&A

SEC Staff Reinstates Traditional Approach to Interpreting the Shareholder Proposal Rule

Posted by Ronald Mueller, Elizabeth Ising, and Thomas Kim, Gibson, Dunn & Crutcher LLP, on Sunday, February 23, 2025

Tags: Proxy season, SEC, Shareholder proposals, Staff Legal Bulletin

Takeaways from the Pause on Foreign Corrupt Practices Act Enforcement

Posted by Kyle Clark, Brendan F. Quigley, and Bridget Moore, Baker Botts LLP, on Monday, February 24, 2025

Tags: Anti-corruption, FCPA, SEC, U.S. Department of Justice (DOJ)

Rethinking Shareholder Contracting: The Design of Corporate Altering Rules

Posted by Sarath Sanga (Yale Law School) and Gabriel Rauterberg (Michigan Law School), on Monday, February 24, 2025

Tags: Corporate governance, corporate law, Delaware law, Shareholder

Demonstrating Alignment of CEO Pay and Performance

Posted by Ira Kay and Max Jaffe, Pay Governance LLC, on Monday, February 24, 2025

Tags: Board of Directors, CEOs, executive pay, pay versus performance

Delaware Corporate Law: Recent Trends and Developments

Posted by Howard L. Ellin, Edward B. Micheletti, and Jenness E. Parker, Skadden, Arps, Slate, Meagher & Flom LLP, on Tuesday, February 25, 2025

Tags: corporate law, Delaware cases, Delaware Court of Chancery, Delaware law

Sustainability and the Corporate Reporting System

Posted by Richard Barker (University of Oxford), on Tuesday, February 25, 2025

Tags: corporate sustainability, Disclosure, reporting, Stakeholders

What Directors Should Know About the 2025 Proxy Season

Posted by Jamie Smith and Robyn Bew, EY, on Tuesday, February 25, 2025

Tags: Activism, Board of Directors, dei, Proxy season

Delaware Supreme Court Reaffirms High Bar for Proving Control by a Minority Stockholder

Posted by Rick Horvath, Stephen Leitzell, and Eric Siegel, Dechert LLP, on Wednesday, February 26, 2025

Tags: Board of Directors, Delaware cases, Delaware Supreme Court, stockholders

AI-Powered (Finance) Scholarship

Posted by Robert Novy-Marx (University of Rochester) and Mihail Z. Velikov (Penn State University), on Wednesday, February 26, 2025

Tags: AI, Corporate governance, finance, stocks

Pay Ratios: CEO and C-Suite Compensation in the Russell 3000 and S&P 500

Posted by Paul Hodgson, The Conference Board, Inc., on Wednesday, February 26, 2025

Tags: Board of Directors, C-suite, CEOs, pay gap

Delaware Supreme Court Overturns Tripadvisor Decision, Providing a Clearer Path for Reincorporation

Posted by Gail Weinstein, Philip Richter, and Steven Epstein, Fried, Frank, Harris, Shriver & Jacobson LLP, on Thursday, February 27, 2025

Tags: Delaware cases, Delaware Supreme Court, reincorporation, TripAdvisor

Explicit and Implicit Bundling in Shareholder Voting on Cleansing Acts

Posted by Marcel Kahan (New York University School of Law) and Edward Rock (New York University School of Law), on Thursday, February 27, 2025

Tags: corporate law, Corwin, Delaware Supreme Court, Shareholders

The DEI Dilemma

Posted by David A. Katz and Elina Tetelbaum, Wachtell Lipton Rosen & Katz, on Thursday, February 27, 2025

Tags: Anti-DEI, dei, ESG, Executive Orders