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The new Trump Administration has promised sweeping personal and corporate tax reform. Press reports suggest major initiatives to reduce marginal rates, significantly alter the deductibility of various expenses (including, most controversially, interest expenses), and perhaps also dramatically to alter the taxation of imports and exports in an effort to increase domestic employment. Proposals also abound […]

A range of companies have pursued sustainability and corporate social responsibility (CSR) related initiatives as voluntary measures for decades. Even the terms themselves have several different meanings in corporate governance parlance. CSR and sustainability have become mandatory strategic consideration for issuers and their boards. In recent years, shareholders expect boards to understand and exercise more […]

Shareholder activism is not going away. A large percentage of boards that learn that an activist has accumulated a toehold position negotiate to place at least one activist director on the board. Is this the smartest move? Some large institutional investors complain that boards succumb too quickly, when they shouldn’t at all. How and when […]

Private litigation risks facing directors, officers, and corporations are inevitable and increasingly complex. Securities Class Action lawsuits were at a 10-year high in 2016, with an increasing proportion targeting companies with a market capitalization of more than $10 billion. Derivative suits and the re-emergence of state court filings further add to the complexity as the […]