On July 17, 2024, Senate Bill 313, the market practice amendments to the Delaware General Corporation Law (the “DGCL”), were signed into law by Delaware Governor John Carney and are now incorporated into the DGCL.  Prior to such time, the debate had already begun over how the market practice amendments would impact companies’ settlements with ..read more

CAP’s report examines compensation outcomes for Chief Financial Officers (CFOs) relative to Chief Executive Officers (CEOs). This analysis summarizes 2023 compensation actions among 132 companies with median revenue of $14.6 billion. Additional criteria used to develop the sample is included in the Appendix. Study Highlights Base Salary The median change in base salary in 2023 ..read more

On July 11, 2024, the Supreme Court of Delaware, en banc, issued an important decision in Kellner v. AIM Immunotech Inc.,1 which arose from a challenge in the Delaware Court of Chancery involving advance notice bylaws that were adopted in the wake of the recent universal proxy rules. The Supreme Court engaged in a detailed analysis of the ..read more

Posted by Neil McCarthy, G. Michael Weiksner, James Palmiter, DragonGC, on Wednesday, July 24, 2024 Editor's Note: Neil McCarthy is Co-Founder and Chief Product Officer, James Palmiter is CEO and Co-Founder, and G. Michael Weiksner is Co-Founder and Chief Technology Officer at DragonGC. This post is based on a DragonGC memorandum by Mr. McCarthy, Mr. Palmiter, Mr. Weiksner, and Jennifer Carberry. DragonGC’s latest report sheds light on the evolving landscape of compensation clawback policies among S&P 500 companies. This comprehensive study, which analyzed 401 companies that filed indepen ..read more

Posted by Paul L Davies (University of Oxford), and Alain Pietrancosta (University of Paris, France), on Wednesday, July 24, 2024 Editor's Note: Paul L Davies is Emeritus Professor of Corporate Law at Harris Manchester College, University of Oxford. Alain Pietrancosta is Professor of Law at Sorbonne Law School, University of Paris. This post is based on their recent working paper. This year is the 20th anniversary of the adoption by the European Union of its Directive on Takeovers. A group of scholars associated with the European Corporate Law Experts Group (ECLE) has compiled a set of papers ..read more

Posted by Margaret E. Tahyar, Joseph A. Hall and David A. Zilberberg, Davis Polk & Wardwell LLP, on Wednesday, July 24, 2024 Editor's Note: Margaret E. Tahyar and Joseph A. Hall are Partners and David A. Zilberberg is a Counsel at Davis Polk & Wardwell LLP. This post is based on a Davis Polk memorandum by Ms. Tahyar, Mr. Hall, Mr. Zilberberg, Loyti Cheng, Paul D. Marquardt, and Mario Verdolini. Introduction The 2023−2024 Supreme Court term continued a strong rebalancing of power among the courts, the administrative state and, if it pays attention, Congress. This rebalancing will impac ..read more

Posted by Tara Tays, Phil Johnson (Pay Governance), and Ashley Gamarra (SustainaBase), on Tuesday, July 23, 2024 Editor's Note: Tara Tays is a Partner, Phil Johnson is a Senior Consultant at Pay Governance, and Ashley Gamarra is Head of Marketing at SustainaBase. This post is based on their Pay Governance memorandum. Introduction In recent years, global companies have grappled with defining a baseline for environmental metrics, establishing the processes and controls to measure and report progress toward objectives, and setting the goals of ambitious environmental performance metrics (especi ..read more

Posted by Bram van der Kroft (MIT), on Tuesday, July 23, 2024 Editor's Note: Bram van der Kroft is a Postdoc Fellow at MIT. This post is based on a working paper by Mr. van der Kroft, Professor Juan Palacios, Professor Roberto Rigobon and Professor Siqi Zheng. Filling and voting on shareholder proposals has been a critical corporate governance mechanism, enabling investors to mitigate classical principal-agent problems. In the past, most shareholder proposals concerned corporate governance issues such as CEO remuneration, takeover prevention, board structure, and voting rights. In recent year ..read more

Posted by Amy D. Roy, Joshua A. Lichtenstein, Robert A. Skinner, Ropes & Gray LLP, on Tuesday, July 23, 2024 Editor's Note: Amy D. Roy, Joshua A. Lichtenstein, and Robert A. Skinner are Partners at Ropes & Gray LLP. This post is based on their Ropes & Gray memorandum.  For over two years, certain Republican officials at the state and federal levels have claimed that asset managers and pension officials breach their fiduciary duties by considering environmental, social and governance (ESG) factors in investing.  This legal theory has been cited repeatedly in letters ..read more

Posted by Kathleen Hamm, Public Company Accounting Oversight Board, on Monday, July 22, 2024 Editor's Note: Kathleen Hamm is a Former Board Member at Public Company Accounting Oversight Board. This post is based on her speech. I.  Introduction Good afternoon, everyone. Thank you, Alan [Wilson, WilmerHale Partner], for your kind introduction. And thank you to the Center for Audit Quality (CAQ) and WilmerHale for inviting me to speak here today. I’m honored to be part of this series of discussions focused on recent developments in accounting, auditing, and the law. As a self-confessed capi ..read more