Monthly Archives: April 2025

AI in Focus in 2025: Boards and Shareholders Set Their Sights on AI

Subodh Mishra is Global Head of Communications at ISS STOXX. This post is based on an ISS-Corporate memorandum by Danielle Rizak, Associate, Compensation & Governance Advisory, & Alyce Lomax, Associate Vice President, Compensation & Governance Advisory, at ISS-Corporate.

KEY TAKEAWAYS

  • In 2024, public companies and shareholders increased their focus on artificial intelligence (AI), in terms of both board level oversight and shareholder proposals.
  • The percentage of companies providing some disclosure of board oversight increased by more than 84% year over year and more than 150% since 2022. The increases were seen across all industries.
  • Shareholder proposals related to AI more than quadrupled compared with 2023, mostly focused on calls for reports providing greater analysis and disclosure of impacts
  • Scrutiny of AI is expected to intensify further in 2025, due to increasing urgency around issues including the balance between transparency, responsibility, and return on investment.

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Are There Too Few Publicly Listed Firms in the US?

René M. Stulz is the Everett D. Reese Chair of Banking and Monetary Economics at the Fisher College of Business at The Ohio State University. This post is based on a recent paper by Professor Stulz, Professor Craig Doidge, Professor George Andrew Karolyi, and Kris Shen.

The number of publicly listed firms in the US peaked in 1996 at more than 8,000 firms. Doidge, Karolyi, and Stulz (2017, DKS) find that the number of listed firms in 2012 was about half of what it was in 1996. Using an econometric model that relates a country’s listings to various country characteristics, they conclude that US has a listing gap – that is, it has fewer listings than expected. That 2017 study concludes the US has too few publicly listed firms.

In our new paper, “Are there too few publicly listed firms in the US?”, we extend the analysis of DKS to 2023 and examine the evolution of the listing gap since 2012. This research makes it possible to assess whether the listing gap was a temporary phenomenon. We find that the listing gap increased by 32% from 2012 to 2023, so that at the end of 2023 the US listing gap is greater than ever. Though the listing gap keeps getting wider, it is doing so at a slower pace than it did in the first ten years after the listing peak.

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Navigating the 2025 Proxy Season: Six Key Developments to Watch

Scott A. Barshay, Chelsea N. Darnell, and Carmen X. Lu are Partners at Paul, Weiss, Rifkind, Wharton & Garrison LLP. This post is based on a Paul Weiss memorandum by Mr. Barshay, Ms. Darnell, Ms. Lu, James E. Langston, Frances F. Mi, and Steven J. Williams.

A flurry of changes has created an unusually tumultuous proxy season for many companies. Key among these changes are recent guidance from the U.S. Securities and Exchange Commission (“SEC”) on 13G reporting eligibility, executive orders targeting diversity, equity and inclusion (“DEI”) initiatives at companies, a change in leadership within ISS’s special situations team which oversees the proxy advisor’s recommendations in contested situations, and changes to the SEC’s guidance on Rule 14a-8 shareholder proposals.

We highlight below six key developments to watch this proxy season and their potential impact on companies.

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Navigating 11th Hour Guidance on Board DE&I

Deb Lifshey is a Managing Director at Pearl Meyer & Partners, LLC. This post is based on her Pearl Meyer memorandum.

Over the past few weeks, the landscape of board diversity, equity, and inclusion (DE&I) has been in a state of flux, driven by evolving expectations from proxy advisors and institutional investors that appear to be driven by the deluge of new Executive Orders, legal challenges to those Executive Orders, and shifting rules from the Department of Justice (DOJ). Here, we focus on proxy advisor and institutional investor policy changes and examine their implications for corporate governance and related disclosures in the immediate proxy season.

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The Real and Financial Effects of Internal Liquidity: Evidence From the Tax Cuts and Jobs Act

James Albertus is an Assistant Professor of Finance at Carnegie Mellon University, Brent Glover is an Associate Professor of Finance at Carnegie Mellon University, and Oliver Levine is an Associate Professor of Finance at the Wisconsin School of Business. This post is based on their recent article forthcoming in the Journal of Financial Economics.

Prior to 2018, U.S. multinational corporations faced a repatriation tax on foreign profits they chose to send home to their U.S. parent. As a result, many corporations chose to defer this tax and accumulate overseas profits within their foreign subsidiaries, with the hope of a future tax holiday or reform. That day came in late 2017 with the passage of the Tax Cuts and Jobs Act (TCJA), the signature tax bill of the Trump administration. Among other significant provisions, the new law substantially reduced the repatriation tax rate on these accumulated foreign profits. The change gave corporations immediate access to at least $1.7 trillion in previously considered “trapped cash”.

What did corporate executives do with this newfound liquidity? Proponents of the TCJA suggested that this would spur investment and hiring in the U.S. by providing access to cheap capital. Others argued that the reform was simply a tax break to shareholders who would see increased equity payouts.

Using detailed confidential data from the U.S. Bureau of Economic Analysis, we estimate the response in firms’ real business activity and financial decisions to this sizable liquidity shock. In short, we find no evidence that companies responded to the increased access to cheap capital by increasing investment in the U.S. as measured by capital expenditures, wage expense, R&D, and M&A. Instead, executives increased payouts to shareholders. For every dollar freed by the reform, about 30 cents was paid out to shareholders over the next two years, primarily through share repurchases.

However, despite an increase in shareholder payouts, much of the residual freed cash—about 48 cents on the dollar—was simply retained inside the firm, not used for investment nor payouts. No longer restricted by tax penalties, why didn’t these firms pay out more?

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Delaware Enacts Important Corporate Law Reforms

Matthew A. Schwartz and Brian T. Frawley are Partners, and William S.L. Weinberg is an Associate, at Sullivan & Cromwell LLP. This post is based on their Sullivan & Cromwell memorandum.

New Law Provides Statutory Clarity for Directors, Officers, and Stockholders

SUMMARY OF NEW DGCL AMENDMENTS

On March 25, 2025, Delaware Governor Matt Meyer signed into law Substitute 1 to Senate Bill 21 (“SB 21”) after both houses of the General Assembly swiftly passed the bill to stem the tide of announced redomestications to other states. As discussed in our prior memo, these amendments to the Delaware General Corporation Law (“DGCL”) provide certainty to key areas of Delaware corporate law and, depending on judicial interpretation, could help reduce litigation risks for Delaware corporations and their boards of directors. The law took effect upon the Governor’s signature. The new law is substantially similar to the original proposal, with certain minor variations as set forth below.

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