The Harvard Law School

Weekly Roundup: May 30-June 5, 2025

Investor Views on AI Oversight: What Do Proxy Votes Tell Us? Posted by Lindsey Stewart and River Meng, Morningstar, Inc., on Friday, May 30, 2025 Tags: AI, ESG, Proxy voting, Shareholders Chancery Court Dismisses Challenge to Removal of Tag-Along Rights in Healthcare Merger Posted by Frank J. Favia Jr. and Jonathan A. Dhanawade, Mayer Brown […]

Jun 6, 2025 - 15:25

Posted by the Harvard Law School Forum on Corporate Governance, on Friday, June 6, 2025

Editor's Note:

This roundup contains a collection of the posts published on the Forum during the week of May 30-June 5, 2025

Investor Views on AI Oversight: What Do Proxy Votes Tell Us?

Posted by Lindsey Stewart and River Meng, Morningstar, Inc., on Friday, May 30, 2025

Tags: AI, ESG, Proxy voting, Shareholders

Chancery Court Dismisses Challenge to Removal of Tag-Along Rights in Healthcare Merger

Posted by Frank J. Favia Jr. and Jonathan A. Dhanawade, Mayer Brown LLP, on Saturday, May 31, 2025

Tags: Delaware Court of Chancery, Delaware law, Merger, Private equity

Making Sure Newly Cautious Shareholders Get the Information They Want

Posted by Brian V. Breheny, Raquel Fox, and Joshua Shainess, Skadden, Arps, Slate, Meagher & Flom LLP, on Sunday, June 1, 2025

Tags: Executive Compensation, SEC, shareholder engagement, Shareholders

A Playbook for Unplanned CEO Transitions

Posted by David A. Katz, and Laura A. McIntosh, Wachtell, Lipton, Rosen & Katz, on Monday, June 2, 2025

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

The Singular Role of Public Pension Funds in Corporate Governance

Posted by Jill E. Fisch (University of Pennsylvania) and Jeff Schwartz (University of Utah), on Monday, June 2, 2025

Tags: Board of Directors, Corporate governance, ESG, Public Pension

More and Better Options: Strengthening Long-Term CEO Succession Planning

Posted by Rusty O’Kelley and Rich Fields, Russell Reynolds Associates, on Monday, June 2, 2025

Tags: Board of Directors, C-suite, CEO succession, CEOs

What DOJ’s New Enforcement Plan Means for Health Care Companies

Posted by Joshua Levy and Laura Hoey, Ropes & Gray LLP, on Tuesday, June 3, 2025

Tags: Corporate governance, FCA, U.S. Department of Justice (DOJ), Whistleblowers

The Value of Privacy and the Choice of Limited Partners by Venture Capitalists

Posted by Rustam Abuzov (University of Virginia), Will Gornall (University of British Columbia), and Ilya A. Strebulaev (Stanford University), on Tuesday, June 3, 2025

Tags: Disclosure, FOIA, Funds of funds, Limited Partners, Public plans, Venture Capital

Streamlining Sustainability Reporting: Survey Reveals Top Priorities for Corporates

Posted by Subodh Mishra, ISS STOXX, on Tuesday, June 3, 2025

Tags: Corporate governance, corporate sustainability, Stakeholders, Sustainability

Nevada Amends Corporate Law to Attract Incorporations

Posted by David Bell, Ran Ben-Tzur, and Dean Kristy, Fenwick & West LLP, on Wednesday, June 4, 2025

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

An Eras Tour of Delaware Law

Posted by Hon. J. Travis Laster, Delaware Court of Chancery, on Wednesday, June 4, 2025

Tags: corporate law, delaware, Delaware Court, Delaware law

Why Women CEOs Leave Sooner – and How Boards Can Help All CEOs Thrive

Posted by Margot McShane and Hetty Pye, Russell Reynolds Associates, on Wednesday, June 4, 2025

Tags: Board of Directors, CEOs, women, Women CEOs

Court Finds Up-C Reorganization Claim Derivative

Posted by Shannon Eagan, Patrick Gibbs, and Sarah Lightdale, Cooley LLP, on Thursday, June 5, 2025

Tags: Delaware cases, Delaware Court of Chancery, derivative litigation, fiduciary duty

What Newly Amended DGCL §144 Says (and Does Not Say) about Controlling Stockholder Transactions

Posted by Marcel Kahan (New York University School of Law) and Edward Rock (New York University School of Law), on Thursday, June 5, 2025

Tags: Board of Directors, DGCL, MFW, Stockholder

Season-End Summary of Challenges under Rule 14a-8

Posted by Neil McCarthy, James Palmiter, and Markus Hartmann, DragonGC, on Thursday, June 5, 2025

Tags: Proxy season, Shareholder proposals