Toward Fair and Sustainable Capitalism: A Comprehensive Proposal to Help American Workers, Restore Fair Gainsharing Between Employees and Shareholders, and Increase American Competitiveness by Reorienting Our Corporate Governance System Toward Sustainable Long-Term Growth and Encouraging Investments in America’s Future by Leo E. Strine Jr.

One of the most thoughtful and knowledgable observers of American corporate governance, Delaware Chief Justice Leo Strine, Jr., believes that companies and our economy will only be robust and vibrant if investors and boards make sure to align the incentives of top executives with ESG goals. He proposes better disclosure and giving employees more power…

Goldman Settlement of Investor’s Board-Pay Claims Rejected – Bloomberg

A bid by Goldman Sachs Group Inc. to settle a lawsuit over how much it pays directors was rejected by a judge who said that simply making changes in corporate governance didn’t provide enough benefit to the firm. The ruling comes as part of a chancery court crackdown on so-called “disclosure settlements,’’ in which companies resolve investor…

A ‘Delaware Trap’ for Companies – WSJ

A new study by Robert Anderson IV finds that choice of law firm plays a significant role in the decision to incorporate in Delaware. Dr. Anderson examined regulatory filings related to raising private capital, and concluded that it is all about the company’s choice of law firm near the time of founding.He found that some larger,…

Dole CEO liable for $148 million over unfair buyout: Delaware judge | Reuters

The billionaire chief executive of Dole Food Co and his top lieutenant must pay $148.2 million of damages to shareholders they shortchanged when the produce company went private in 2013, a Delaware judge ruled on Thursday….Shareholders accused Murdock and Carter of driving down Dole’s share price by downplaying the Westlake Village, California-based company’s ability to…

Delaware has Won the Corporate Race to the Bottom: Time for an Overhaul

Why does this matter to the average U.S. investor? Because jurisdiction and terms of the litigation for the business-related lawsuits are often decided by the place of incorporation or the companies own by-laws. Companies like Wal-Mart, Chevron, General Motors, Ford, Dole, all opt to incorporate in Delaware to minimize the pesky lawsuits that demand investors…