Introduction Companies thinking about, preparing for or going through the initial public offering (IPO) process have many things to do and many decisions to make (to put it mildly!). A relatively recent addition to this list of considerations for Delaware- …
Overview Appointing a board observer has long been a tool in an investor’s arsenal. Board observers can represent the interests of the appointing investor by monitoring and participating in the activities and decisions of the company’s board of directors. …
The six most valuable companies in the world were once venture-backed startups. Alphabet, Amazon, Apple, Meta, Microsoft, and Nvidia, started out as small, private companies. They raised money from venture capitalists (VCs) to fuel their growth. They …
The business world stands at a critical inflection point. As tariff uncertainty and geopolitical tensions continue, the planet’s health declines and social inequalities widen, corporate action on sustainability has never been more urgent. Why? Because …
On June 17, 2025, the Delaware Supreme Court reversed a post-trial finding of aiding and abetting liability against a third-party arm’s-length buyer. In doing so, the court built upon another recent decision and reaffirmed its commitment to protecting arm’ …
ACCOUNTING FOR UNKNOWNS is always the most challenging aspect of executive compensation design—and that exercise is shaping up to be particularly tricky this year. In addition to ongoing external forces like geopolitical tension and inflationary pressure, …
I was eight months pregnant with my second child in December of 1985 when Bob Monks offered me a job as the first general counsel, and the fourth person on staff at Institutional Shareholder Services (ISS). We had met when he was working for then-Vice …
The corporate governance community lost one its most significant and influential members on April 29, 2025. The passing of Robert Monks was a sad but important event that must be noted. Very few of us can claim a substantial impact on the broader …
Robert A.G. Monks, HLS ’58, passed away earlier this spring at the age of 91. Bob, a lifelong friend of both of us, was a remarkable figure who left a lasting mark on the world of corporate governance. His passing is a moment to reflect on his legacy. But …
In Walker v. FRP Investors GP, LLC (Apr. 15, 2025), the Delaware Court of Chancery, in a post-trial opinion, held that the general partner, FRP Investors GP, LLC (“GP”), of a limited partnership, FRP Investors, L.P. (the “Partnership”), breached its …
Thank you, Chairman Atkins, for convening today’s roundtable. I look forward to engaging in a dialogue with panelists and commenters on whether the executive compensation disclosure framework can be improved. Already, the Commission has received a number …
Posted by the Harvard Law School Forum on Corporate Governance, on Friday, June 27, 2025 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of June 20-26, 2025
Good afternoon. I’m sorry that I can’t be with you for today’s roundtables, which I’m certain will generate some thought-provoking ideas and conversations. Executive compensation never fails to be a hot topic. It is an issue consistently and prominently …
Good afternoon. Welcome to all of you attending in person or watching and listening online to today’s roundtable on executive compensation. I thank the very distinguished group of moderators and panelists who have assembled here today for volunteering …
SUMMARY Last week, the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and the National Association of Corporate Directors (“NACD”) released a public exposure draft of their Corporate Governance Framework for U.S. public companies …
Since my days at the SEC in the 1970s and 1980s and my academic career that started shortly thereafter, it was gospel that corporate directors and officers are fiduciaries. Indeed, that perception has been a fundamental aspect of corporate lore for …
On February 12, 2025, the Staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) issued Staff Legal Bulletin 14M (“SLB 14M”) introducing significant interpretive changes in its implementation …
DOJ Issues New Guidelines for FCPA Investigations and Enforcement On June 9, 2025, Deputy Attorney General Todd Blanche issued a Memorandum titled “Guidelines for Investigations and Enforcement of the FCPA.” The Guidelines build on the Executive Order ( …
Investment Stewardship program Vanguard’s Investment Stewardship program has a clear mandate to safeguard and promote long-term shareholder returns on behalf of the Vanguard-advised funds and their investors. We carry out this mandate by promoting …
In 2025, corporate sustainability leaders are adapting to shifting policy environments and stakeholder demands while broadening their focus to emerging priorities like biodiversity, water availability, AI, and business integration. This report outlines the …
