The Harvard Law School

Weekly Roundup: March 28-April 3, 2025

Statement by Commissioner Crenshaw Regarding Climate-Related Disclosures Rule Litigation Posted by Caroline A. Crenshaw, U.S. Securities and Exchange Commission, on Friday, March 28, 2025 Tags: Administrative Procedure Act (APA), Climate, Climate Disclosure, SEC “Under Pressure”: Walking the Fine Line of Section 13(d) Passive Investor Status Posted by Maia Gez, Scott Levi, and Michelle Rutta, White […]

Apr 4, 2025 - 14:32

Posted by the Harvard Law School Forum on Corporate Governance, on Friday, April 4, 2025

Editor's Note:

This roundup contains a collection of the posts published on the Forum during the week of March 28-April 3, 2025

Statement by Commissioner Crenshaw Regarding Climate-Related Disclosures Rule Litigation

Posted by Caroline A. Crenshaw, U.S. Securities and Exchange Commission, on Friday, March 28, 2025

Tags: Administrative Procedure Act (APA), Climate, Climate Disclosure, SEC

“Under Pressure”: Walking the Fine Line of Section 13(d) Passive Investor Status

Posted by Maia Gez, Scott Levi, and Michelle Rutta, White & Case LLP, on Saturday, March 29, 2025

Tags: 13D-G, C&DIs, Compliance and Disclosure Interpretations (CDIs), Schedule 13G, SEC

Understanding and Managing Legal Risk in Corporate DEI

Posted by Matteo Tonello, The Conference Board, Inc., on Sunday, March 30, 2025

Tags: dei, discrimination, Diversity, Executive Orders

Responding to Stealth Dual-Class Stock

Posted by James Crowe, Council of Institutional Investors, on Monday, March 31, 2025

Tags: Board of Directors, Dual-class stock, IPOs, Voting Rights

The Lessons of Michael C. Jensen

Posted by René M. Stulz (Ohio State University), on Monday, March 31, 2025

Tags: academia, financial economics, Michael C. Jensen

2025 Proxy Season Preview: A New Paradigm for Investment Stewardship

Posted by Ray Garcia, Matt DiGuiseppe, and Ariel Smilowitz, PricewaterhouseCoopers LLP, on Monday, March 31, 2025

Tags: ESG, Institutional Investors, Investment Stewardship, Proxy season, Proxy voting, Shareholder activism, Shareholder proposals

Delaware Enacts Important Corporate Law Reforms

Posted by Matthew A. Schwartz, William S.L. Weinberg, and Brian T. Frawley, Sullivan & Cromwell LLP, on Tuesday, April 1, 2025

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

The Real and Financial Effects of Internal Liquidity: Evidence From the Tax Cuts and Jobs Act

Posted by James F. Albertus (Carnegie Mellon University), Brent Glover (Carnegie Mellon University), and Oliver Levine (Wisconsin School of Business), on Tuesday, April 1, 2025

Tags: Executives, Liquidity Shock, Taxes, TCJA

Navigating 11th Hour Guidance on Board DE&I

Posted by Deb Lifshey, Pearl Meyer & Partners, LLC, on Tuesday, April 1, 2025

Tags: Board of Directors, dei, Proxy advisors, U.S. Department of Justice (DOJ)

Navigating the 2025 Proxy Season: Six Key Developments to Watch

Posted by Scott A. Barshay, Chelsea N. Darnell, and Carmen X. Lu, Paul, Weiss, Rifkind, Wharton & Garrison LLP, on Wednesday, April 2, 2025

Tags: Corporate governance, Institutional Investors, Proxy season, SEC

Are There Too Few Publicly Listed Firms in the US?

Posted by René M. Stulz (Ohio State University), on Wednesday, April 2, 2025

Tags: Firms, Private firms, Public firms, Securities Exchange Act

AI in Focus in 2025: Boards and Shareholders Set Their Sights on AI

Posted by Subodh Mishra, ISS STOXX, on Wednesday, April 2, 2025

Tags: AI, Board of Directors, Public Companies, Shareholders

How Does Settling With an Activist Impact Shareholder Returns?

Posted by Marco Castellani, Patrick Ryan, and Lex Suvanto, Edelman Smithfield, on Thursday, April 3, 2025

Tags: Activism, Activists, Board of Directors, Shareholders

Deconstructing the “Anglo-American” Corporate Model

Posted by Brian R. Cheffins (University of Cambridge) and Bobby V. Reddy (University of Cambridge), on Thursday, April 3, 2025

Tags: Corporate governance, Shareholders, Stock Markets, Takeovers

Sustainability Without the SDGs: US Policy Shifts and Corporate ESG

Posted by Matteo Tonello, The Conference Board, Inc., on Thursday, April 3, 2025

Tags: ESG, policy, Sustainability, UN Sustainable Development Goals (SDGs)