Eric W. Orts

The corporate purpose debate pits shareholder profit maximization (SPM) against stakeholderism: Corporations should only serve the financial interests of their shareholders versus corporations should also serve the interests of other stakeholders. Other stakeholder interests prominently include environmental, social, and governance (ESG) interests. In a new paper, I address this debate and argue that real-world SPM, as distinguished from idealized SPM, cannot claim instrumental superiority over stakeholderism, and that the distinction between SPM and stakeholderism is significantly overstated.

As November comes to an end, the busy annual reporting and proxy season begins for many public companies. In this Client Update, we highlight key considerations for public companies when preparing their annual reports on Form 10-K or Form 20-F, including a new exhibit filing requirement for insider trading policies. For a checklist covering these considerations, see the Annex to this update.

The election of Donald Trump to a second term as President signals the potential for a fundamental shift in the U.S. regulatory landscape for users of crypto assets and blockchain technology across a variety of sectors, including gaming, art and entertainment, decentralized physical infrastructure networks (DePIN), social media, and perhaps most importantly, financial services. Under a second Trump Administration, with anticipated Republican control of key agencies, the Senate, and a potential GOP majority in the House, we expect a marked departure from the Biden Administration's approach to crypto asset regulation and banking supervision. This could include a revival of more open-minded stances toward crypto similar to those seen during Trump's first term.

In the United States, there is talk of a backlash against ESG, while in Europe, the number of laws requiring companies to comply with ESG standards is growing steadily. This difference in attitude and approach toward ESG may, in part, be explained by the structures of the U.S. and EU financial systems. While the U.S. system is market-centric, aimed at raising capital from the public and so much more responsive to the preferences of investors, the EU system is bank-centric, meaning it is strongly tied to the provision of credit by banks. In Europe, banks are an important lever for moving companies that need access to credit markets toward more environmentally friendly policies because banks use the Green Asset Ratio (GAR), which is a Key Performance Indicator quantifying EU Taxonomy aligned assets as a percentage of total covered assets.

Judge Medinilla's recent opinion in Cytotheryx, Inc. v. Castle Creek Biosciences, Inc. is a reminder for practitioners to carefully consider whether

Controlling shareholders function as a dual-edged sword in corporate governance. They can reduce agency costs by monitoring management but also pose risks of self-dealing that can harm minority shareholders. In recent years, Delaware courts have increasingly focused on the latter risk, exhibiting a reflexive suspicion of transactions involving a controlling shareholder. The courts have operationalized that skepticism by notably broadening the definition of who qualifies as a controlling shareholder. In particular, they are increasingly willing to hold that shareholders who own less than a majority of the corporation's voting power nevertheless possess control. Taken to its logical extreme, this trend easily could result in someone being deemed a controller even in the absence of stock ownership.

The proposed Department of Government Efficiency (“DOGE”) in incoming President Donald J. Trump's administration promises an ambitious agenda of “regulatory rescission, administrative reductions and cost savings” with the goal of “mass head-count reductions across the federal bureaucracy” by July 4, 2026.

The decision to appoint a new CEO is among the most critical and strategic choices a corporation can face, as it can significantly influence the organization's future. A key consideration is whether to promote an internal candidate or recruit one from outside. While internal candidates often ensure continuity and cultural fit, external hires can bring fresh perspectives necessary for strategic renewal. However, both options involve trade-offs and are shaped by a complex interplay of organizational, cultural, and individual factors. In a new article, we explore those factors and offer insights into how they lead companies to choose one option or the other.

A well-trodden path for banks to achieve regulatory capital reductions by mitigating credit risk is through a synthetic securitization, either by

A resilient cryptoasset industry is emerging from weathering years of headwinds — from edicts prohibiting the banking of the industry, to an SEC leadership bent on aggressive regulation-by-enforcement in lieu of transparent rulemaking. Looking ahead, tailwinds abound: Bitcoin and Ether exchange-traded products, approved just this year, already have over $150 billion in assets under management. Leading financial institutions have announced plans to tokenize substantial new funds on public blockchains. And tens of millions of Americans own cryptoassets, as use cases continue to proliferate — from payments for goods and services, both on- and off-blockchain; to decentralized financial (DeFi) platforms; to the authentication of content provenance (an essential need amidst AI's rapid development). With a new Administration and Congress in the offing, there are at last prospects for regulatory clarity in an arena long clouded by uncertainty.