In late 2025, when Warner Brothers Discovery (WBD) was actively considering sale of the company, Netflix and Paramount emerged as likely purchasers. Knowing that a merger with either itself or Netflix would raise antitrust concerns, Paramount included in its offer …

The Delaware Supreme Court’s recent decision in Moelis & Company v. West Palm Beach Firefighters’ Pension Fund distinguished “void” corporate acts from “voidable” ones in a way that will significantly affect future stockholder litigation.[1]  The distinction is important because …

Coercive, non-pro rata debt restructurings – widely known as “liability management exercises” (LMEs), just like their pro rata siblings – have become a central tool for distressed borrowers. Proponents of the non-pro rata restructuring often argue that it gives the …

Many companies approaching an initial public offering face a familiar concern: whether the underwriters responsible for marketing the deal are fully aligned with the issuer’s interests. IPO underpricing – the tendency for shares to jump in price on the first …

Why do we still mark the beginning of corporate existence with the filing of a charter?  Why file charters publicly when the content is overwhelmingly focused on internal stock rights?  Why does the leading jurisdiction of Delaware make charters so …

The Modigliani-Miller (MM) Theorem and the Coase Theorem are two of the most important contributions to modern economics.  Their insights earned Nobel Prizes for their authors, with MM transforming how economists and legal scholars analyze corporate financial policy and Coase …

Bankruptcy has long been regarded as a gloomy area of law, one that fits uneasily with the heady optimism usually associated with start-ups.  At the same time, start-up lawyers need to understand how downside scenarios will play out, both inside …

Too often, for-profit and nonprofit boards are passive, deferential, or both. Their failures to engage their critical faculties have resulted in serious harms as diverse as Boeing planes crashing and the NRA squandering millions of dollars. Boeing’s massive safety failures …

Corporate oversight under Delaware law rests on the two bases for liability, each identified in In re Caremark International Inc. Derivative Litigation (“Caremark”) and reaffirmed in Stone v. Ritter. The first is  a failure to implement any reporting …

If you know only one thing about banks and bank regulation, it’s probably encapsulated in the statement “FDIC-Insured.” For almost a century, this statement and others like it have been displayed at the entrance to every bank branch, on the …

The Paris Agreement’s commitment to aligning finance with efforts toward net-zero emissions has catalyzed an unprecedented shift in financial markets. Sustainable finance has evolved from niche to mainstream, with financial institutions increasingly incorporating environmental considerations into their decisions. By withdrawing …

Imagine you are the CEO of a fast-growing company that needs public capital to grow. You have a real business today, but much of your value depends on what you haven’t built yet: new products, new capacity, and a multi-year …

Boards face increasingly demanding requirements for oversight. It is no longer enough to have a compliance program on paper. Regulators, courts, and investors expect boards to ensure that compliance systems function to prevent, detect, and respond to misconduct. That expectation …

In May 2025, an important and largely unnoticed development occurred in the corporate-law competition among states. In response to Delaware’s SB 21, Nevada enacted AB239, extending its exculpation statute — which had previously shielded only directors and officers from …

The 2026 edition of the annual Chief Legal Officers Survey (“Survey”) from the Association of Corporate Counsel validates the continuing evolution of senior in-house corporate counsel from strictly technical experts to also wise counselors and business partners to management. In …

A fundamental misconception pervades American law’s engagement with blockchain technology. State legislatures, federal regulators, courts, and private market participants routinely treat the technical capabilities of blockchain systems as sources of legal rights and obligations, collapsing the distinction between what code …

Legal scholars have long opined on the social benefits of the core securities laws. The chief benefits of issuer-disclosure law and securities-specific fraud law identified to date relate to their positive effects on stock-price accuracy. A price-accuracy theory in support …

New leadership at the Securities and Exchange Commission (SEC) is making it a priority to reverse the decline in the number of U.S public companies. Its method: reversing regulatory creep and reducing the onerous burdens of compliance that deter all …

“If we want things to stay as they are, things will have to change.” This maxim from Giuseppe Tomasi di Lampedusa’s classic novel, The Leopard, captures the central insight of our new article. In the novel, a Sicilian aristocrat watches …

When a core product feature depends on an external AI model operated by another company, part of the product’s behavior and customer experience is effectively outsourced. That changes what the company can promise customers, what it can test before launch, …

Artificial intelligence (AI) is increasingly being integrated into mergers and acquisitions (M&A), supporting negotiations, determining the value of the target, drafting relevant contracts – and, most important, helping perform due diligence. Yet, its role in this context raises questions about …

Public companies routinely unlock capital by monetizing nontraditional assets. Future receivables are securitized. Intellectual property is pledged as collateral. Long-dated cash flows are sliced, priced, and traded. Even reputational assets increasingly appear – implicitly, if not formally – on corporate …

Shareholder-rights advocates are mobilizing. The Council of Institutional Investors, representing pension funds with assets under management of approximately $5 trillion, has written to the SEC demanding that the agency resume substantive review of shareholder proposal no-action requests. The International …

In a new article, we show that jurisdictions treat crypto-derivatives inconsistently, resulting in a regulatory landscape that raises prudential and investor-protection concerns. This divergence is particularly striking given that crypto-derivatives overwhelmingly replicate traditional derivatives in their contractual structure, payoff …

The shareholder proposal process is currently the subject of renewed scrutiny and critique. Detractors have raised concerns about cost, legitimacy, and federalism. The Securities and Exchange Commission has announced its intent to conduct a formal rulemaking to alter the shareholder …

Understanding top managers’ behavioral quirks is sometimes key to predicting their corporate policy choices. Often overlooked is the speed with which managers and their companies report good news versus bad news.[1] Which do they tend to report faster? The …

Independent monitorships have become a familiar feature of modern corporate enforcement. Once largely confined to court-appointed special masters in public law litigation, monitors are now routinely imposed in corporate settlements with the Department of Justice, the Securities and Exchange Commission, …

In boardrooms, courtrooms, and regulatory debates, corporate short-termism is often treated as a problem to be solved. Executives who focus too heavily on quarterly earnings, critics argue, sacrifice long-term value by cutting investment, skimping on innovation, and prioritizing optics over …

The capture of Nicolás Maduro by U.S. forces in the early morning hours of January 3, 2026 produced dramatic headlines, but a key question is whether his removal significantly affects the dynamics that have underpinned Venezuela’s long‑running crises. The reality …

For over a decade, the narrative of corporate governance was focused on the concentration of power. The “Big Three”asset managers – BlackRock, Vanguard, and State Street – along with the two dominant proxy advisers, ISS and Glass Lewis, were seen …

In recent decades, the business world has undergone a significant paradigm shift. What began as largely voluntary corporate social responsibility (CSR) initiatives has evolved into a comprehensive framework of environmental, social, and governance (ESG) metrics. As demand for these metrics …

For decades, U.S. securities regulation has treated foreign firms listed on U.S. exchanges differently from domestic issuers. Through the “foreign private issuer” (FPI) framework, the Securities and Exchange Commission (SEC) has offered foreign companies substantial accommodations such as exemptions from …

In a new article,  I examine how the role of derivatives in the crypto industry compares in terms of sophistication and leverage with their role in traditional finance.  Engaging in the first qualitative and empirical analysis of the issue, …

In 2023, a former employee and shareholder of a struggling startup called Teespring sued not just the company and its managers, but also one of its investors: Hydrazine Capital, a venture fund affiliated with OpenAI CEO Sam Altman. The plaintiff …

In advanced economies, the regulation of corporate governance during initial public offerings (IPOs) is used increasingly as a capital markets policy instrument. As  public listings declined, private-equity financing grew, and regulatory competition intensified, lawmakers reconsidered the role of mandatory …

In the world of corporate governance, large institutional investors wield power. But for many, that power comes from using their “voice” to call for changes within the firm because voting with their feet by selling their stake is not realistic. …

Firms need data to ensure core business functions. Yet, as we discuss in a new paper, many  do not pay enough attention to data sources, tending instead to focus on how data are used.  Most regulations address downstream uses …

As Elon Musk’s lawsuit against OpenAI advances to trial in April 2026, the case offers more than courtroom drama – it provides a critical test of whether hybrid corporate organizational structures can sustain public-interest commitments in the face of extraordinary …

For decades, the SEC stood as the principal barrier to mandatory arbitration for shareholder claims. In September 2025, that barrier fell. The agency’s reversal on shareholder arbitration represents a seismic policy shift, leaving Delaware law as the sole impediment …

The enactment of the Guiding and Establishing National Innovation for U.S. Stablecoins (GENIUS) Act established the nation’s first federal prudential framework for “payment stablecoins,” mandating 1:1 reserve backing and explicitly prohibiting issuers from paying interest.[1] This legislative bargain was …

When activist investors acquire large stakes in a company and seek influence, they traditionally push for seats on the board of directors. In recent years, however, many activists have instead appointed a non-voting observer who can attend board meetings, receive …

In 1814, as the War of 1812 raged, New York adopted an Act to Encourage Privateering Associations (the “Act”), which was the second general incorporation statute in U.S. history. This unusual statute provides a case study that advances three arguments: …

America’s capital markets are the envy of the world but face an existential threat from the meteoric rise of index funds. The problem is a growing erosion of corporate accountability. Last month, President Trump took a first pass at this …

The European Union’s Artificial Intelligence Act is now law. Some provisions are already in effect, but others are still being finalized, so boards are being asked to take digital governance seriously while the legal floor under their feet is still …

Environmental sustainability has become a cornerstone of modern corporate responsibility. Yet, a troubling trend lies beneath the glossy reports and bold claims: greenwashing, a way for companies to build a fake eco-friendly image.

Greenwashing is more than just misleading marketing. …

The shareholder proposal mechanism under SEC Rule 14a‑8 occupies a distinctive position in U.S. corporate governance. Created in 1942 as part of the federal proxy system, it enables shareholders to express views on corporate policy while leaving decision-making authority with …

Law and finance scholars have long found corporate law largely irrelevant for startups and venture capital (VC)because founders and investors often “contract around” mandatory rules. Yet this finding conflicts with persistent empirical patterns. Most VC-backed startups in the United …

Corporations have long played a central role in the development of science, producing foundational advances that have reshaped entire fields. Yet these contributions cannot be taken for granted. Over the past several decades, many corporations have retreated from scientific research. …

Elon Musk finally has his 2018 Tesla pay package back. The Delaware Supreme Court has spoken. The saga that consumed years of litigation, untold judicial energy, and more Twitter commentary than any fiduciary duty case deserves is, at least formally, …

Over the past two decades in Delaware, two schools of thought coexisted regarding non-majority control. One school took a formal approach that (i) focused on control over the board of directors, (ii) discounted sources of influence other than stock ownership, …

Hedge fund investors play an increasingly influential role in shaping corporate behavior, yet their broader economic and social effects remain the subject of debate. In a new paper, we examine how hedge fund activism operates in family-controlled firms, a common …

Under In re Caremark Int’l Inc. Derivative Litig., directors can be liable for failing to adequately oversee corporate compliance. While Caremark has famously been described as “the most difficult theory in corporation law upon which a plaintiff might hope …

Regulators, investors, and academics generally agree on the main goal of strong SEC oversight: to improve financial reporting, which helps markets allocate capital and promotes market efficiency. But this goal prompts a question that matters for corporate governance and long-run …

A rapidly expanding scope of challenges is prompting corporate boards to re-evaluate the adequacy of the information with which their staffs provide them. Traditional sources such as financial reports, regulatory and litigation briefings, and strategic commentaries are not enough to …

Debates on whether to simplify financial regulations are often framed as if complexity were a technical inconvenience –an unfortunate by-product of legislative over-exuberance that could be corrected by pruning rulebooks and consolidating texts. Yet the reality is not so simple. …

Elon Musk can cash the largest paycheck in history, the Supreme Court of Delaware has ruled in a narrow and sensible opinion grounded in longstanding principles of equity and contract law.

To catch up: Tesla and Musk entered into an …

In November 2021, the Securities and Exchange Commission issued Staff Legal Bulletin 14L (“SLB 14L”), making it easier for shareholders to place environmental and social proposals on corporate ballots. The move was hailed by advocates for the environment as a …

Climate-related reporting continues to be a controversial topic. The U.S. Securities and Exchange Commission has withdrawn its defense of enhanced climate-related disclosures, the European Commission is debating how to scale back mandatory sustainability reporting requirements under its Omnibus revisions, …

On November 20, SEC Commissioner Mark Uyeda called for the opening of 401(k) retirement savings to private markets.  He observed that diversification has grown increasingly difficult to achieve through public securities alone, and that private investments (in structures such as …

401(k) accounts are where most Americans  put their financial assets.1 President Trump appears determined to prod them to invest those accounts in “alternative investments,” most prominently, private equity. To that end, in Executive Order 14330, the president ordered the Department …

The traditional mechanisms for ensuring corporate accountability – civil, regulatory, and federal criminal – are failing. At the same time, industries that generate great economic value are inflicting a great deal of harm.  This moment calls for effective reforms that …

The concept of commercial reasonableness is central to, or at least in the shadow of, most commercial, financial, and other business law disputes. Often, a court’s decision turns in whole or in part on whether parties acted in a commercially …

The Guiding and Establishing National Innovation for U.S. Stablecoins Act (“GENIUS Act”) establishes the first comprehensive federal framework for “payment stablecoins” in the United States. The bill’s most discussed, and debated, provision is Section 4(a)(11), which provides:

No …

Artificial intelligence (AI) is no longer just assisting the legal profession but transforming it – including by shaping how disputes are resolved. In arbitration, algorithms are already used to select arbitrators, analyze documents, and draft procedural orders. The essential question …

Any state that aspires to be a serious contender in the competition for corporate charters must have a specialized corporate law court. Delaware leads this competition in part because of its Court of Chancery, which has produced an exceptional body …

American corporations have undergone a gradual but significant transformation. Founding chief executive officers (“founder-CEOs”) and activist hedge funds increasingly dominate their companies despite owning well short of a majority of shares. Founder-CEOs wield control through their personal brands or dual-class …

In October 2025, Bitcoin experienced its largest single-day crash since the COVID-19 pandemic, a 20% decline that economist Paul Krugman attributed not to economic fundamentals but to threats against Donald Trump’s political standing. ¹ Krugman’s diagnosis was stark: Bitcoin had …

In the market for corporate control, regulation has long been viewed as a tax on activity, a hurdle to overcome, or a cost to be priced in. The conventional wisdom is straightforward: More regulation equals less activity. However, in a …

Shareholders have evolved from passive investors into active participants, often driving transformative agendas through activism. Proxy contests, in which investors seek to influence or seize board control, have proliferated, imposing substantial financial burdens on companies – estimated in the billions …

The rise of Special Purpose Acquisition Companies (SPACs) as an alternative pathway to public markets represents one of the most significant features of entrepreneurial ventures in the last few years. Between 2020 and 2021, SPACs accounted for over 40% of …

Over the last few decades, large asset managers have loomed over U.S. equity markets. Their prominence has fueled a lively debate about the effects of “asset manager capitalism” on a variety of issues, including corporate governance and stewardship, market competition, …

There have recently been three excellent working papers on the problems facing Delaware corporate law—one by Professor Charles Whitehead, one by Professors Marcel Kahan and Ed Rock, and one by practitioners Greg Varallo, Andrew Blumberg, and Ben Potts…

The Delaware Supreme Court is considering a constitutional challenge to SB21’s major amendments to Section 144 of the Delaware General Corporation Law. The challenge, in Thomas Rutledge v. Clearway Energy Group, et al, comes as Delaware is ostensibly facing the …

If you practice securities litigation, you know the drill: When a stock’s value drops significantly after disclosure of adverse information, calculating damages typically focuses on the price decline itself, adjusted for market movements. In a new paper, I suggest this …

Initial public offerings (IPOs) are one of the most important events in a firm’s lifecycle, often representing its first major interaction with public capital markets. To assess value, evaluate risks, and determine offering terms, investors, underwriters, auditors, and regulators all …

Delaware retains the dominant position in the jurisdictional competition for corporate charters, but its lead looks increasingly tenuous. During the period 2024 through the first half of 2025, only five public companies with a market capitalization greater than $250 million …

As more corporate insiders are compensated with their firm’s stock, insider trading becomes more common. However, determining when insiders use private information to guide their trades remains a challenge. Regulators and market participants try to infer whether insiders “know something …

Following the 2007-08 Global Financial Crisis, regulators around the world sought to design a new framework that would result in “bail-ins” instead of “bailouts” of large financial institutions. One important tool in that framework was a debt-equity hybrid instrument: contingent …

Insiders such as executives, directors, and large shareholders often use company stock as collateral for personal loans. This practice is widespread but lightly regulated, and to many it has long seemed a harmless perk of wealth and a private decision …

In many economic settings, gatekeepers play a central role. For example, auditors verify public firms’ financial statements, lawyers sign off on transactions by providing legal opinions, and bank regulators assess whether banks are financially sound. Gatekeepers influence the behavior of …

Artificial intelligence (AI) poses a clear and present danger to our money and our markets.  With AI, bad actors and rogue nations can readily and cheaply engage in market manipulation, financial misinformation, and regulatory misconduct that threaten the stability, integrity, …

The rapid rise of technologies such as artificial intelligence (AI) and blockchain is placing significant pressure on the established framework of corporate law. This pressure raises fundamental questions about whether these innovations require minor regulatory updates or warrant a re-examination …

Between 2020 and the first half of 2024, corporations in a variety of industries adopted the language of social and environmental progress. They pledged to diversify their workforces, hired DEI professionals, denounced racial injustice, and announced plans to reduce greenhouse …

The enactment of the GENIUS Act of 2025 established the first comprehensive federal framework for payment stablecoins,^[1] which are digital assets pegged to fiat currency and backed by reserves such as U.S. dollars or short-term Treasuries.^[2] Yet embedded …

Hedge funds and other activist shareholders are taking an increasingly active role in monitoring and influencing the decisions of public companies. While the specifics of activist campaigns vary,  it’s generally a simple process: An investor buys a large equity stake in …

For decades, European policymakers have aspired to create a single capital market capable of financing innovation on a scale comparable to that of the United States. Yet, as reiterated by the recent Letta and Draghi Reports, that ambition remains …

Corporate insiders’ opportunistic trading – particularly selling their firms’ stocks before bad news – erodes public trust, reduces market participation, and exacerbates the agency problem that occurs when the interests of insiders and the company conflict. Yet, regulators have been …

Policymakers and academics have extensively debated the extent and the nature of the revolving door phenomenon – the movement of workers between the government and the private sector. Proponents claim that the flow of former regulators to commercial firms fosters …

Banks and other corporations have been exploring green financing as a way to implement ESG business projects. Green loans and sustainability-linked loans (“SLLs”) are the major types of such financing. The former require the use of borrowed proceeds for green …

Democratic institutions depend on public confidence to function effectively. Citizens comply with tax laws when they trust the IRS, cooperate with police when they view law enforcement as legitimate, and engage constructively with regulators they perceive as fair and effective. …

A central challenge to the effectiveness of shareholder voting is the collective action problem, where dispersed individual shareholders lack sufficient incentives to use their voting rights effectively. The problem is prevalent among retail investors, whose small ownership stakes and minimal …

On October 15, the Delaware Supreme Court heard arguments in In re Tesla, Inc. Derivative Litigation, more commonly known as Richard J. Tornetta v. Elon Musk, et al. and Tesla, Inc., the stockholder derivative action rescinding Elon Musk’s …

Oceans of ink have been spilled analyzing the corporate world’s criticism of Delaware case outcomes in recent years and the Delaware legislative response in February 2025. In the wake of all that ink came discussions of whether corporate CEOs, boards, …

The U.S. Supreme Court’s Citizens United v. FEC decision, along with the SpeechNow.org v. FEC court decision, reshaped the landscape of political contributions. By striking down limits on independent expenditures, these rulings opened the door to a new, opaque channel …

Sovereign wealth funds (SWFs) are now central to how nations stabilize fiscal balances, diversify assets, and project financial influence. Norway’s oil fund, Singapore’s Temasek, and the Gulf states’ investment vehicles all serve as stabilizers and strategic tools in global markets. …

Over the past decade, the meaning of shareholder democracy has shifted dramatically. Investors are no longer a uniform bloc, focused solely on financial returns, but increasingly diverse. Some press companies to pursue environmental and social goals, while others adhere to …

On September 2, 2025, U.S. Representative Zachary Nunn sent a letter to the chair of the Committee on Foreign Investment in the United States (CFIUS) highlighting concerns over ownership transparency of certain bitcoin mining firms and suppliers connected to China. …

The backlash against environmental, social, and governance (“ESG”) investing has been swift and fierce. More than 20 U.S. states have passed laws or taken administrative action targeting ESG considerations in asset management. Flows into ESG funds have slowed, and for …

Companies around the world are under pressure to diversify their executive leadership, while facing skepticism about their efforts. In a new study, we examine women’s entry into and exit from the highest levels of corporate leadership.

Breaking in Sooner

Research …

The convergence of emerging financial technologies and traditional diplomatic relations has created novel challenges for legal frameworks governing digital asset regulation and conflicts of interest in government. Recent developments involving the Trump administration, United Arab Emirates (UAE) investment entities, and …

Going public represents a milestone in corporate evolution, opening doors to capital markets and enabling expansion. Yet what if this achievement comes with hidden costs for the people who work at these companies? Our recent analysis of millions of Glassdoor …

A corporate governance revolution is underway. The conventional depiction of the U.S. capital markets has focused on the presence of large institutional shareholders and their substantial influence over the economy. But in the past two years, in response to political …

The tech sector has a great talent for using words whose superficial meaning is reinforced through intense though misleading marketing but whose actual meaning turns out to be quite different. Consider the name “stablecoin,” a simple term given to a …

Disclosure requirements can serve legitimate public purposes, but a blanket mandate risks negative economic ramifications. In a new paper, I examine how excessive mandatory disclosure could backfire, what makes an appropriate rule, and the l challenges of  evaluating policies on …

There is a robust debate among policymakers on whether to impose restrictions on the incentive pay of bankers. Proponents of such restrictions point to the great financial crisis and argue that enormous compensation packages give top executives and traders at …

For over a century, Delaware’s dominance in corporate law has been credited to an expert judiciary, deep case law, a specialized bar, a responsive legislature, and relative insulation from interest-group politics. Recent legislative and jurisprudential events, however, have caused observers …

Global capital markets are undergoing profound transformation. Over the past decade, there has been a marked decline in Initial Public Offerings (IPOs) in most advanced economies, including those with highly developed capital markets such as the United Kingdom and the …

The gap between CEO and worker pay in the U.S. has become a chasm. According to the Economic Policy Institute, the CEO-to-worker compensation ratio skyrocketed from 21-to-1 in 1965 to a staggering 344-to-1 in 2022.^[1] This widening disparity has …

On September 15, 2025, Elon Musk filed a disclosure with the U.S. Securities and Exchange Commission (SEC) indicating that he had acquired approximately 2.57 million shares of Tesla Inc. in open-market transactions on September 12, at a cost of nearly …

“Too big to fail” became a household phrase during the 2007–08 Global Financial Crisis. When giant financial institutions teetered, the government reached for ad hoc bailouts, fearing contagion and a broader economic collapse. Congress responded with the Dodd-Frank Act, which …

The debate over corporate purpose – whether companies should serve shareholders exclusively or balance the interests of a broader set of stakeholders – has become one of the defining issues in corporate governance. With climate change and sustainability shaping regulatory …

Elon Musk is once again testing the boundaries of the law on fiduciary duties. In September 2025, Tesla proposed to give him a new compensation package valued at more than $1 trillion, the largest in corporate history. Shareholders are scheduled …

The Corporate Sustainability Due Diligence Directive (CSDDD) represents one of the European Union’s most ambitious attempts to hold businesses accountable for their global impact. The directive establishes a corporate due diligence duty with core elements focused on identifying and addressing …

Activist investors and blockholders are unable to restructure and turnaround poorly performing banks, making it unlikely that they can enhance bank performance and contribute to financial stability. We argue that regulation and supervision hinder the flow of information needed to …

Advocates of blockchain technology promised that it would revolutionize governance through strong commitments, transparency, and “trustlessness” – the absence of any need to trust a bank or other intermediary.  In a recent paper, I argue that these promises have largely …

In May 2024, a company in California suddenly made headlines across the financial press. Synapse Financial Technologies, once hailed as a pioneer in the next wave of financial innovation, filed for bankruptcy. The company had promised to revolutionize banking …

The successful takeover bid by Monte dei Paschi di Siena (MPS) for Mediobanca is a landmark event in Italian corporate history. While offering lessons for corporate governance in Delaware and the U.S. generally, it sheds new light on an old …

The enactment of the GENIUS Act of 2025 marks a watershed moment in American cryptocurrency regulation, establishing the first comprehensive federal framework for payment stablecoins.[1] Yet within this law lies a provision that may fundamentally reshape the balance between …

Sidney Weinberg and his son John Weinberg both served as longstanding chairmen of Goldman Sachs.  Recently, John’s 1948 Princeton undergraduate thesis came to light. Like a 1933 memorandum and a 1949 speech by Sidney, it addressed a fundamental issue: What …

In a new article, I argue that, under current Delaware law, there is a collision between the definition of pre-suit demand and shareholder voice. To demonstrate, imagine that a sophisticated institutional shareholder of a Delaware public corporation has determined that …

Corporate transparency is often assumed to be driven by law, regulation, and public scrutiny. Yet new research shows that private pressure – quiet, anonymous inquiries sent through companies’ grievance channels – can meaningfully shape how firms disclose sensitive information.

In …

To detect corporate misconduct, regulators frequently rely on firms’ employees, who are often privy to private information and the first to identify wrongdoing. To encourage employees and others to share what they know, many regulators have implemented whistleblower programs. Some …

As technology’s importance to companies grows, so does the need for what we call “digital governance:” leveraging technology within governance structures and managing the risks it presents. In a recent paper, we examine how China and India are addressing …

Derivatives lawyers are not known to be an excitable bunch.  But a recent opinion from the U.S. District Court in the Northern District of Texas has derivatives lawyers excited, and not in a good way.  The judge has vastly restricted …

Telecommuting technologies have enabled widespread remote work, but it has also blurred the line between work and personal life. Constant connectivity has fostered an “always-on” culture, raising concerns that employees are increasingly vulnerable to overwork, burnout, and declining mental health. …

Critiques of both ESG and anti-ESG shareholder proposals[1] provide a valuable opportunity to clarify what matters in modern corporate governance: active shareholder participation, empirical evidence, and a holistic understanding of risk. While Michael Levin and others rightly highlight the …

Proxy advisers play a pivotal role in corporate governance by providing institutional investors with recommendations on how to vote at shareholder meetings. These firms influence key corporate decisions, including the election of directors, executive compensation, and governance policies, thereby exerting …

Despite decades of research on M&A outcomes, a puzzling question persists: Why do acquiring firms receive, on average, almost no cumulative abnormal returns around deal announcements (i.e., Betton, Eckbo, and Thorburn, 2008; Moeller, Schlingemann, and Stulz, 2004)? Numerous studies have …

There is a venerable history of interdependence between sovereign debt and the financial system.  The national banking system in the U.S. arose as a solution to fiscal challenges the Union government faced in the Civil War.  A key requirement for …

In an era of heightened political uncertainty – from gridlock in Washington to changes within the European Union – political risk has become a top concern for many boards of directors. Firms often cultivate political connections to mitigate these risks …

The rise of work-from-home following the COVID-19 pandemic sparked vigorous debate about its impact on productivity. While other studies have focused on routine tasks like call center operations or data entry, our recent study examines a high-skilled group: equity analysts, …

The underrepresentation of women in the top executive ranks of U.S. corporations is well-documented. Less understood is what happens after women reach the C-suite: Do they keep these jobs as long as men?

Our research examines this question in depth, …

Corporate culture matters. A flawed culture can lead to disaster even when a company boasts an elaborate compliance program. Yet scholars and practitioners still know surprisingly little about what legal mechanisms can generate accountability for corporate culture gone wrong.

In …

Proxy advisers exercise immense influence through their voting recommendations to shareholders. Corporations, aware of the importance of those recommendations, expend valuable resources to ensure that the recommendations align with management’s preferences by hiring governance consultants to influence outcomes. These consultants …

On June 9, 2025, Department of Justice (“DOJ”) issued “Guidelines for Investigations and Enforcement of the Foreign Corrupt Practices Act (FCPA),” as contemplated by President Trump’s February 10, 2025 executive order, which, among other things, paused enforcement of …

While climate change poses clear threats to corporate financial health, from disrupted supply chains to higher insurance costs, our new research shows that climate risks don’t always lead to lower credit ratings. In fact, we find, firms that increase transparency …

The growing gap between CEO compensation and typical worker pay has become one of the most visible signs of rising economic inequality. In the United States, this gap has widened dramatically over the past several decades. While CEOs in the …

Following a string of high-profile data breaches and other cybersecurity failures, investors and regulators increasingly expect corporate directors to monitor cyber risk. But what does board oversight of cybersecurity look like in practice, and is it effective? In a recent …

Over the past two decades, investor demand for firms’ non-financial information, particularly Environmental, Social, and Governance (ESG) data, has surged. This has led to the emergence of numerous ESG rating agencies, which assimilate and transform complex, non-financial disclosures into more …

In July 2025, the U.S. House of Representatives passed the Anti-CBDC Surveillance State Act (H.R. 1919), legislation prohibiting the Federal Reserve from issuing a central bank digital currency (CBDC) directly to the public.¹ Days later, President Trump signed the Guiding …

While shareholder proposals on governance are perennial favorites that win majority support from shareholders, advisory proposals that continue to receive significant support from a bloc of investors highlight areas in which enhanced corporate disclosure could be material to a significant …

Delaware occupies a central place in American corporate governance. Its corporate code, judiciary, and bar are widely respected for their expertise and responsiveness. Over the years, Delaware has earned a reputation as the jurisdiction of choice for public companies and …

In response to fears that companies would reincorporate in states like Texas or Nevada, the Delaware legislature recently enacted a controversial bill (SB-21) that makes the state’s law friendlier to persons controlling corporations. Many writers have commented on the Delaware …

Corporate law requires the directors of ordinary, for-profit corporations to manage firms in the best interests of shareholders, forbidding directors from sacrificing corporate profits in service of other goals. There has been longstanding debate, even amid proponents of this rule, …

In a new paper, I examine the potential of sunset clauses – legal provisions that automatically phase out enhanced voting rights over time or upon certain events – to mitigate the imbalances and entrenchment risks associated with tenure-based voting structures, …

In December 2022, the SEC finalized a major overhaul of Rule 10b5-1, which governs pre-scheduled insider trading plans. The amendment to the rule introduced several procedural safeguards designed to curb what critics saw as widespread abuse of the rule. While …

A fundamental question in corporate finance is how the flow of information affects the cost of raising capital. Investors tend to reward transparency because it helps them evaluate a firm’s risks and prospects, and they often accept lower returns when …

In the modern private capital markets, the traditional distinctions between equity and debt have become increasingly blurred and inadequate to capture the complexity of modern investment instruments. Sophisticated market participants – particularly private credit funds – have begun to craft …

Few in business or law are talking enough about the national legalization of sports gambling.  For the last few months, anyone, in any state, has been able to place wagers on the outcome of professional baseball, basketball, hockey, and tennis …

The recent federal court ruling in Bartz v. Anthropic PBC has significantly shifted the legal terrain for corporate governance and artificial intelligence. While the case directly addresses copyright issues, it has implications boards of directors, compliance departments, and AI policy.…

Ever since economist George Akerlof offered his “market for lemons” insight, many studies have examined the role of asymmetric information in the market for sale and purchase of corporate assets.[1] They have typically focused on buyer-side information asymmetry about …

In a recent paper, we offer fresh insights into how climate-related communication can materially influence corporate finance. We find that firms whose earnings calls contain positive climate change sentiments (effectively communicating firms’ contribution to protecting the environment) tend to have …

After nearly two decades of regulatory uncertainty, digital assets stand at a critical juncture in American financial law. On July 18, 2025, President Trump signed the “Guiding and Establishing National Innovation for US Stablecoins Act,” known as the GENIUS Act, …

In a recent article, professors Jill Fisch and Jeff Schwartz argue that the beneficiary primacy model – requiring pension fund trustees to maximize economic value solely for beneficiaries – fundamentally misunderstands the nature of public pension funds. They contend …

In a new paper, we explore the relationship between co-opted directors and firms’ anti-takeover provision (ATPs). We argue that the relationship can be viewed through traditional agency theory, which highlights the potential conflict of interests between firm managers and owners. …

In recent years, the failure of high-profile startups has drawn renewed attention to a persistent question in the venture capital (VC) world: How much diligence is enough when speed of investment is at a premium? Collapses at the likes of …

A subtle, yet potentially dangerous shift is underway in one of the most influential narrative sections of financial reports: the Management’s Discussion and Analysis (MD&A). Companies are increasingly crafting these disclosures not just for human shareholders or regulators, but for …

Most industry and academic discussion about the Fed focuses, as is appropriate, on the Federal Reserve Board of Governors’ role in managing monetary policy and, in particular, its tools for managing interest rates and inflation in the shadow of tariffs …