Eric W. Orts

On July 16, 2025, for perhaps the first time in the history of Delaware corporate law, a Caremark claim involving a public company director went to trial.

On August 26, the Department of Justice announced a proposed settlement to resolve allegations that private equity firm KKR failed to file

Giant asset managers have become powerful actors in corporate America, fueling widespread concern that these Wall Street titans will capture the government by translating their economic might into political influence. In a new

Retail investors are gaining greater exposure to private equity, private credit, private real estate, infrastructure, and other less-liquid assets through retirement funds, wealth platforms, and publicly offered investment vehicles.

In a significant decision for public companies facing activism, the Delaware Court of Chancery last week held that a board may not reject a director nomination notice based on disclosure requirements that are not explicitly spelled out in the corporation's advance notice bylaws. In

Insider trading has long been a furtive contest between traders, desperately hiding their material non-public information, and prosecutors in hot pursuit. In general, discovery implied conviction. But now it may have come out into the open, as high frequency traders can trade on material nonpublic information provided to them for a high fee by—of all people—the President of the United States, who is under a constitutional duty to “take care” that the laws are “faithfully” enforced. In this Statement, we will first describe President Trump's system for a two-track disclosure of presidential announcements that will likely move the market, next assess it under a variety of legal theories (including the STOCK Act), then consider the largest obstacle to needed reform: namely, the Supreme Court's decision in

Today [September 3], the Commission proposed to rescind Investment Advisers Act rule 206(4)-5, the investment adviser “Pay-to-Play Rule.” I am thrilled that we are proposing to eliminate rather than simply amend the rule, which always has bothered my First Amendment sensibilities.

Exchange Act Rule 14a-8 addresses when a company must include a shareholder's proposal in its proxy statement for an annual or special meeting ofshareholders. In order to have a proposal included, a shareholder must be eligible and follow certain procedures set forth in the rule. Under specificcircumstances enumerated in Rule 14a-8, a company is permitted to exclude a shareholder proposal, but only after submitting its reasons to the SEC.On August 14, 2026, the SEC's Division of Corporation Finance (Division)

Both Congress in the Clarity Act and the SEC in Regulation Crypto are moving to redefine the playing field for cryptocurrency. We will address each in a separate statement.

The prevailing law and economics account treats the evolution of corporate law as a series of neutral, efficiency-driven adjustments. Scholars who study the Global South describe something messier. Corporate law in any given country is the product of political and economic tensions among managers, controlling shareholders, institutional investors, employees, and the state. India—the world's largest democracy and its fifth largest economy—is one of the best places to watch that process unfold, and, increasingly, it is a mirror for the United States.