In a new paper, I offer a comprehensive, empirically grounded reflection on the evolving architecture of corporate governance in Europe, with a particular emphasis on the Italian regulatory and market experience. My focus is on whether tenure voting rights, which give increased voting power to long-term shareholders, can effectively mitigate short-termism in capital markets while
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Davis Polk Discusses DOJ Guidance on Data Security Program
On April 11, 2025, the National Security Division (NSD) of the Department of Justice (DOJ) issued a press release and multiple guidance documents on its final rule on “Preventing Access to U.S. Sensitive Personal Data and Government-Related Data by Countries of Concern or Covered Persons” (28 C.F.R. Part 202). As discussed in our previous update…
Interior Clears a Path for Fossil Fuel Development without Environmental Review
Yesterday, the Department of the Interior published a press release announcing the establishment of emergency permitting procedures to facilitate the rapid development of fossil fuel resources. Interior takes this action to fulfill a White House directive to rely on any and all emergency authorities to spur domestic energy production in response to a so-called “national…
Sweden’s first systemic climate mitigation case and the application of KlimaSeniorinnen: unpacking the Supreme Court’s judgment in the Aurora case
Credit: Christine Olsson/TT
On February 19, 2025, the Swedish Supreme Court dismissed the Aurora case (Anton Foley and others v Sweden), the first systemic climate change case brought in Sweden. The case is among the first in which a national apex court has applied the principles developed by the European Court of Human…
How Firm Governance Could Address the Economic Downside of Non-Competes in the Tech Sector
By Hamid Mehran
Issues of labor mobility gained significant attention last year following U.S. bans on non-compete agreements. While the debate on non-competes has many dimensions, this post focuses on how to address firm governance, improve labor welfare, and reduce the loss to firms and the U.S. economy due to non-compete agreements in the high-tech sector.
Part of…
What Companies Can Learn from Law Firms About Political Retaliation
SPACs, Multiplan, and the DExit That Wasn’t
By Kirby Smith
Delaware courts reserve their entire fairness standard of review – the state’s “most onerous standard” – for, among others, cases involving conflicted controllers.[1] In recent years, there is a view that the standard’s application (or at least the procedural cleansing required to shift the standard of review to business judgment when entire fairness is…
Morrison & Foerster Discusses DOJ’s New Digital Asset Enforcement Policy
On April 7, 2025, Deputy Attorney General Todd Blanche issued a memo (the “Blanche Memo”) announcing the Trump administration’s Department of Justice (“DOJ”) refocus of enforcement policies related to investigations and prosecutions of individuals and entities involved with digital assets. Though in many respects a continuation of prior enforcement practices, the Blanche Memo stated that…
Inside a Texas Showdown Over Cities’ Role in Adapting to Climate Change
Photo by nader saremi on Unsplash
Texas’ Third Court of Appeals will hear arguments tomorrow, April 23, 2025, in a case that cuts to the core of how state and local governments coexist. In Texas v. City of Houston, City of San Antonio, and City of El Paso, a group of Texas cities is…
How Not to De‑Classify a Board
Activist investors often think that the classification of boards abets sloth, protecting directors from shareholder input. Yet boards understandably value the durability and continuity of multi-year terms, which give them the bargaining power to pursue long-term plans. Companies often try to navigate these differences peaceably. For example, Phillips 66’s board publicly supported a de‑classification proposal…