Author Archives: Victoria Sidoti

Convergent Evolution Toward the Joint-Stock Company

By Victoria Sidoti | Published Wednesday, January 10, 2024

Understanding the genesis of joint-stock companies (JSCs) is crucial for identifying the essential factors that facilitated their emergence and flourishing. These factors remain absent in numerous countries that have not seen the development of the JSC. Even in developed nations, the dwindling number of listed firms raises questions about the actual presence of supportive conditions.

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2023 Biodiversity Disclosures in the Russell 3000 and S&P 500

By Victoria Sidoti | Published Tuesday, January 9, 2024

Biodiversity Loss is an Interconnected and Existential Business Risk Biodiversity is an indicator of a healthy ecosystem, and healthy ecosystems offer value and resilience through the goods and services they provide that underpin society and businesses. Declining biodiversity could impede wealth creation: according to a 2020 report from the World Economic Forum (WEF), more than […]

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Specialist Directors

By Victoria Sidoti | Published Tuesday, January 9, 2024

What determines the effectiveness of corporate boards? Corporate legal scholars usually approach this question by focusing on directors’ incentives, such as counting how many directors are independent or whether the roles of the CEO and Chair are separated. Yet, the focus on the ground is shifting to directors’ skill sets and experience. Investors, regulators, and […]

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Is There a Difference Between How US and European Investors Approach Stewardship?

By Victoria Sidoti | Published Sunday, January 7, 2024

i. Introduction AQTION, a subsidiary of SquareWell Partners, published its inaugural study – ‘Stewardship in AQTION’ – which details how the world’s largest 65 asset managers and owners steward their portfolio companies and how they incorporate extra-financial considerations into their investment decision-making processes.

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Engaged employees are asking their leaders to take climate action

By Victoria Sidoti | Published Saturday, January 6, 2024

Employees with strong environmental awareness can play a pivotal role in accelerating corporate sustainability plans, yet Deloitte survey data shows that leaders could be doing more to engage their full workforce around the need for action. Addressing climate change will require both system-level changes and billions of individual ones: from how we get around, to what we […]

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Underrepresentation of Women CEOs

By Victoria Sidoti | Published Friday, January 5, 2024

Women are underrepresented in the top management of U.S. companies. According to Catalyst’s latest report, women occupied merely 41 or 8.2% of the CEO positions at S&P 500 companies in 2023.

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Activism Vulnerability Report

By Victoria Sidoti | Published Thursday, January 4, 2024

Introduction As 2023 ends, we note that it has been a mixed year for activism and M&A activity. There has been an uptick in the number of campaigns year-to-date despite a rather challenging backdrop for M&A more broadly, as interest rates climbed to levels not seen since early 2001. Interest rate-sensitive sectors experienced heightened attention […]

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The Impact of the Duty to Maximize Short-Term Value in Mergers and Acquisitions: An Analysis of Revlon

By Victoria Sidoti | Published Thursday, January 4, 2024

Approximately four decades ago, in Revlon v. MacAndrews and Forbes, 506 A.2d 173 (Del. 1986), the Delaware Supreme Court required the directors of the target company in change-of-control mergers and acquisitions (M&A) to maximize short-term value – that is, to expose the company to a market canvass and refrain from favoring one bidder over another […]

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Thoughts for Boards: Key Issues in Corporate Governance for 2024

By Victoria Sidoti | Published Wednesday, January 3, 2024

Over the past year, expectations for directors have continued to evolve, bringing new challenges and responsibilities to the boardroom. The remarkable speed, volume and proliferation of channels through which information travels today continue to place more scrutiny on boards and heighten expectations regarding transparency and accountability. Director reputations that have been carefully built over decades […]

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A Blueprint for University Governance

By Victoria Sidoti | Published Wednesday, January 3, 2024

This is an Enron moment for university governance. In a Blueprint for University Governance (which we recently posted to SSRN: https://papers.ssrn.com/sol3/papers.cfm?abstract_id=4661313) we highlight the deficits of university governance and the need for reform. We recognize that universities are different than for-profit corporations.  The governance model for corporations should not just be replicated whole-sale onto university […]

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