The Harvard Law School

Weekly Roundup: March 14-20, 2025

Activism in the 2024 Proxy Season and Implications for 2025 Posted by Neil Whoriskey, Dean Sattler, and Scott Golenbock, Milbank LLP, on Friday, March 14, 2025 Tags: Activism, Proxy season, SEC, Shareholder activism 2025 Proxy Season Trends: The Pendulum Swings Toward Management Posted by Arthur B. Crozier, Gabrielle E. Wolf, and Jonathan L. Kovacs, Innisfree […]

Mar 21, 2025 - 14:32

Posted by the Harvard Law School Forum on Corporate Governance, on Friday, March 21, 2025

Editor's Note:

This roundup contains a collection of the posts published on the Forum during the week of March 14-20, 2025

Activism in the 2024 Proxy Season and Implications for 2025

Posted by Neil Whoriskey, Dean Sattler, and Scott Golenbock, Milbank LLP, on Friday, March 14, 2025

Tags: Activism, Proxy season, SEC, Shareholder activism

2025 Proxy Season Trends: The Pendulum Swings Toward Management

Posted by Arthur B. Crozier, Gabrielle E. Wolf, and Jonathan L. Kovacs, Innisfree M&A Inc., on Friday, March 14, 2025

Tags: Big Three, MFW, moelis, Proxy season

Shareholder Activism – 2024 Review and 2025 Outlook

Posted by Elina Tetelbaum, Wachtell Lipton Rosen & Katz, on Friday, March 14, 2025

Tags: Activism, Board of Directors, CEOs, Shareholder activism

Which Officers and Employees Have Advancement Rights?

Posted by Stephanie M. Hurst and Andrew J. Stanger, Mayer Brown LLP, on Saturday, March 15, 2025

Tags: delaware, Delaware law, DGCL

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

Posted by Rusty O’Kelley and Rich Fields, Russell Reynolds Associates, on Sunday, March 16, 2025

Tags: Board of Directors, CEOs, Corporate culture, Corporate governance

Preparing for the 2025 Reporting Season: Proxy Season Reminders

Posted by Tamara Brightwell, Wilson Sonsini Goodrich & Rosati, on Monday, March 17, 2025

Tags: Board of Directors, Insider trading, Proxy season, SEC

A Theory of Calibrated Fiduciary Duties in Firms

Posted by Robert J. Rhee (University of Florida), on Monday, March 17, 2025

Tags: Corporate governance, corporate law, Fiduciary duties, Firms

Global Institutional Investor Survey 2024 Report

Posted by Kilian Moote and Kiran Vasantham, Georgeson LLC., on Monday, March 17, 2025

Tags: Corporate governance, Institutional Investors, investors, survey

Securities and Derivative Litigation: Quarterly Update

Posted by Joni Jacobsen and Angela M. Liu, Dechert LLP, on Tuesday, March 18, 2025

Tags: circuit courts, SEC, SPACs, Supreme Court

Caremark Liability for Materially Misleading Cybersecurity Disclosures: Solar Winds Reconsidered

Posted by Jennifer Arlen (NYU Law), on Tuesday, March 18, 2025

Tags: Cybersecurity, Delaware cases, SEC, SolarWinds

Remarks by Acting Chair Uyeda to the Investment Company Institute’s 2025 Investment Management Conference

Posted by Mark T. Uyeda, U.S. Securities and Exchange Commission, on Tuesday, March 18, 2025

Tags: corporate law, investors, SEC, SEC rulemaking

Implications of the SEC’s Stance that Meme Coins are not Securities

Posted by F. Dario de Martino and Susan I. Gault-Brown, A&O Shearman, on Wednesday, March 19, 2025

Tags: CFTC, Crypto Assets, Meme Coins, SEC

Opening Delaware’s Black Box of Attorneys’ Fees

Posted by Adam C. Pritchard (Michigan Law School) and Jessica M. Erickson (University of Richmond School of Law), on Wednesday, March 19, 2025

Tags: corporate law, delaware, Delaware Court of Chancery, Delaware Senate Bill 21

2025 U.S. Proxy Season Review: Navigating Complexity in a Changed World

Posted by Subodh Mishra, ISS STOXX, on Wednesday, March 19, 2025

Tags: Board of Directors, dei, ESG, SEC

Audit Committees Face Significant New Compliance Oversight Pressures

Posted by Michael W. Peregrine and Ashley Hoff, McDermott Will & Emery LLP, on Thursday, March 20, 2025

Tags: Audit committee, Donald Trump, FCPA, U.S. Department of Justice (DOJ)

ESG: A Panacea for Market Power?

Posted by Philip Bond (University of Washington) and Doron Levit (University of Washington), on Thursday, March 20, 2025

Tags: Corporate governance, ESG, Labor markets, Stakeholders

Proxy Landscape – “The Times They are A-Changin”

Posted by Allison Wyderka and Wickham Egan, Egan-Jones Ratings Company, on Thursday, March 20, 2025

Tags: anti-ESG, dei, ESG, Proxy season