An Introduction to Smart Contracts and Their Potential and Inherent Limitations
Read our latest post from Skadden partner Stuart D. Levi and associate Alex B. Lipton.| The Harvard Law School Forum on Corporate Governance
On October 3, 2025, the United States Court of Appeals for the Sixth Circuit upheld the application of the attorney-client privilege and work product doctrine to internal investigations. The Sixth Circuit’s decision to grant a writ of mandamus In re: FirstEnergy Corp., No. 24-3654 (6th Cir. Oct. 3, 2025) reversed the district court’s order compelling production […]| The Harvard Law School Forum on Corporate Governance
Earlier this week, the European Parliament narrowly rejected an “omnibus” directive, which included proposals intended to reduce sustainability reporting obligations for companies operating in the European Union (EU). The “omnibus” directive was introduced in February 2025 and, if approved, would have exempted 80% of companies that were originally set to be covered by the scope of […]| The Harvard Law School Forum on Corporate Governance
Activism didn’t pause in 2025 – it evolved. Campaign counts are up, tactics have multiplied, and boards are settling faster and earlier. As Goldman Sachs’ Neil Rudisill put it on Cooley’s Market Talks panel, “We’re on track for probably the third largest year ever in terms of activism,” with US campaign levels up roughly 11% year-over-year […]| The Harvard Law School Forum on Corporate Governance
Withhold Campaigns: Communications Considerations for Companies Posted by Charlie Koons and Greg Roumeliotis, Brunswick Group LLP, on Friday, October 17, 2025 Tags: activist investors, Proxy advisors, Proxy season, Shareholders U.S. Government Shutdown: What Public Companies Should Know Posted by Ran Ben-Tzur, Amanda Rose, and Wendy Grasso, Fenwick & West LLP, on Saturday, October 18, 2025 […]| The Harvard Law School Forum on Corporate Governance
In the headlines today, it is common to see announcements about activist campaigns or activists taking equity positions in public companies. Nonetheless, full-scale proxy fights have become relatively rare. Most public company boards opt to settle with activists, seeking to avoid costly, time-intensive and uncertain contests that distract directors and management from running their business. […]| The Harvard Law School Forum on Corporate Governance
Introduction The role of a corporate director has never been more challenging — or more critical. 2025 has continued to usher in a wave of disruptive forces, ranging from an uncertain regulatory environment and geopolitical instability to artificial intelligence (AI) transformation. The complexity of board responsibilities is only expanding under the weight of these external […]| The Harvard Law School Forum on Corporate Governance
From economic volatility to technological advancement: Tracking the shift in board and C-suite priorities Building resilience today can require organizations to respond to near-term opportunities, challenges, and risk-related priorities while also maintaining focus on longer-term goals and growth opportunities. When it comes to risks, however, the survey shows that boards and C-suite respondents are juggling […]| The Harvard Law School Forum on Corporate Governance
Abstract This keynote lecture honors the intellectual contributions of John L. Weinberg and William T. Allen on the occasion of the 25th anniversary of the Weinberg Center for Corporate Governance at the University of Delaware. The lecture surfaces common themes in the extensive writings of Chancellor and Professor Allen on corporate governance, and in the […]| The Harvard Law School Forum on Corporate Governance
Key Takeaway Shareholder proposals that seek to promote ESG measures tend to gain significant attention. However, director elections tend to have a much greater impact on corporations. Thus, activist shareholders tend to focus on what matters and so should the public at large. Disproportionate Focus on Shareholder Proposals Controversy around proxy advisors and proxy voting […]| The Harvard Law School Forum on Corporate Governance
Introduction The Tokyo Stock Exchange (TSE) has advanced governance reforms through Japan’s Corporate Governance Code and related initiatives, with the aim of supporting sustainable growth and enhancing corporate value over the mid- to long-term. In April 2022, TSE restructured its market segments to provide an attractive cash equity market that underpins the sustainable growth and […]| The Harvard Law School Forum on Corporate Governance
Sustainability has undergone a profound transformation over the past two decades. What began as a moral movement—rooted in reputation management and risk mitigation—has increasingly become a strategic business imperative. The latest annual report published by the UN Global Compact and Accenture underlines how the business case for sustainability leadership to be at the core of a […]| The Harvard Law School Forum on Corporate Governance
Executive and non-employee director compensation are two of the most visible and scrutinized responsibilities of the board. Yet, even among the largest companies, governance practices diverge on two fundamental questions: Who approves CEO pay – the compensation committee or the full board – and who oversees director pay – the compensation committee or the nominating/governance […]| The Harvard Law School Forum on Corporate Governance
Introduction Insider trading cases may have become harder to prosecute. On July 31, 2025, the Second Circuit released its opinion in United States v. Chastain, an insider trading case in which the defendant had been convicted by a jury for misappropriating confidential information belonging to his employer and using that information to trade for personal gain. That sounds […]| The Harvard Law School Forum on Corporate Governance
Read our latest post from Skadden partner Stuart D. Levi and associate Alex B. Lipton.| The Harvard Law School Forum on Corporate Governance
Background We reviewed broad-market data using S&P 500 executives to support preliminary assessments of executive Holding Power (aka retention glue). Despite a cooldown in the broader labor force, Compensation Committees are well served to understand the depth of their retention hooks on key executives, for whom the talent market remains fluid. Holding Power expresses the […]| The Harvard Law School Forum on Corporate Governance
What You Need To Know The federal government shutdown will lead to a significant reduction in government activity, including at the U.S. Securities and Exchange Commission (SEC). Companies should evaluate how the shutdown might affect their business operations and financial performance (especially if the shutdown is prolonged) and maintain transparent communication with stakeholders. Senior management, […]| The Harvard Law School Forum on Corporate Governance
More activist investors are seeking to challenge boards by asking shareholders to vote against the election of one or more directors, without the activists putting forward their own slate of candidates. These board challenges, referred to as withhold campaigns, can be carried out at a fraction of the cost of traditional proxy contests and are […]| The Harvard Law School Forum on Corporate Governance
Shareholder Engagement Under the New 13G Regime: Key Takeaways From Recent Panel Posted by Merel Spierings (Society for Corporate Governance), Christina Thomas (Kirkland & Ellis LLP), and Shaun Mathew (Kirkland & Ellis LLP), on Friday, October 10, 2025 Tags: Board of Directors, Corporate governance, SEC, shareholder engagement Keynote Address by Chair Atkins on Revitalizing Public […]| The Harvard Law School Forum on Corporate Governance
Shareholder activism is at record levels and is no longer limited to the “proxy season.” Dozens of U.S. activist situations are underway for 2026 annual meetings, well before the windows for nominations open at most targeted companies. Activists are preparing for the fall conference circuit at which they will debut many of their 2026 campaigns, […]| The Harvard Law School Forum on Corporate Governance
In a significant dinner speech on October 9, at the John L. Weinberg Center for Corporate Governance, SEC Chairman Atkins signaled the SEC’s willingness to take a step that could significantly alter the landscape for shareholder proposals submitted under Exchange Act Rule 14a-8, by allowing companies (at least, Delaware companies) to exclude precatory/non-binding shareholder proposals. […]| The Harvard Law School Forum on Corporate Governance
This report analyzes how the largest US public companies disclose artificial intelligence (AI) risks in their 2023–2025 annual filings, providing insight into the issues shaping board agendas, investor expectations, and regulatory oversight in the years ahead. Trusted Insights for What’s Ahead® AI has rapidly become a mainstream enterprise risk, with 72% of S&P 500 companies […]| The Harvard Law School Forum on Corporate Governance
Withhold Campaigns: Communications Considerations for Companies| The Harvard Law School Forum on Corporate Governance
Last summer, leaders of the U.S. House of Representatives declared July 2023 to be “ESG month.” They launched a series of seven Congressional ...| The Harvard Law School Forum on Corporate Governance
Monthly Archives: April 2024| The Harvard Law School Forum on Corporate Governance
Monthly Archives: June 2024| The Harvard Law School Forum on Corporate Governance
The Key Takeaway for Business Leaders The key takeaway for business leaders: Regardless of political winds, the stakeholders who ultimately determine ...| The Harvard Law School Forum on Corporate Governance
Read our latest post from Robert C. Merton (MIT) and Arun Muralidhar (AlphaEngine Global Investment Solutions).| The Harvard Law School Forum on Corporate Governance
Read our latest post from Michael Peregrine (McDermott Will & Emery LLP) and Charles Elson (University of Delaware).| The Harvard Law School Forum on Corporate Governance
Read our latest post from Wayne R. Guay (The Wharton School), Shawn Kim (The Wharton School), and David Tsui (USC).| The Harvard Law School Forum on Corporate Governance
Read our latest post from Freshfields partners Sarah Solum, Valerie Ford Jacob, and Michael Levitt.| The Harvard Law School Forum on Corporate Governance
The collapse of Terra in May 2022 marked the first major run in crypto and contributed to the collapse of several other key players in the eco-system. We ...| The Harvard Law School Forum on Corporate Governance
An Alternative Way to Let Investors Choose How should asset managers make decisions in today’s world? Last year, fifteen Republican state finance ...| The Harvard Law School Forum on Corporate Governance
A new frontier of corporate law jurisprudence has emerged. At issue are the limits of corporate contractual freedom and stockholders’ power to change ...| The Harvard Law School Forum on Corporate Governance
To the Honorable Members of the Delaware Legislature: We write to express our opposition to the proposed amendment to Section 122(18) of the Delaware ...| The Harvard Law School Forum on Corporate Governance
Chief executive officer (CEO) tenure rates have experienced a significant decline in the past decade. A recent study conducted by Equilar—featured in ...| The Harvard Law School Forum on Corporate Governance
Read our latest post from Allen & Overy partner Christiaan de Brauw.| The Harvard Law School Forum on Corporate Governance
