In this episode, CII General Counsel Jeff Mahoney sits down with Michal Barzuza, a Professor of Law at the University of Virginia School of Law. Professor Barzuza is the author of a recent article "Nevada v. Delaware," which compares and contrasts the corporate laws of Nevada and Delaware. Among the topics discussed on this episode: (1) the Professor’s views on the key factors that institutional investor should consider when voting on a proposed reincorporation from Delaware to Nevada; (2) the Professor’s research findings regarding the accounting practices of Nevada companies; and (3) the Professor’s recommendation that either the courts or federal law should require a supporting vote by a majority of the minority of shareholders as a condition for reincorporation.

This episode features CII General Counsel Jeff Mahoney covering the top 10 important events affecting institutional investors from April 30 to May 28, 2026. Some of the topics addressed include: CII’s letter to the PCAOB on its 2026-2030 strategic plan, shareholders voting against say-on-pay proposals, and the SEC’s proposed reductions to public companies’ reporting requirements.

In this episode, CII General Counsel Jeff Mahoney interviews Lucian Bebchuk, the James Barr Ames Professor of Law, Economics, and Finance, and Director of the Program on Corporate Governance at Harvard Law School and Kobi Kastiel, Professor of Law at Tel Aviv University. Professors Bebchuk and Kastiel are the co-authors of a recently issued research article, forthcoming in the Texas Law Review, entitled the “Controllers Unbound,” which analyzes how the relaxation of constraints on controlling shareholders at public companies incorporated in Delaware is expected to affect investors and the economy. The article identifies risks for both public investors and the broader economy that may raise concern for those interested in investor protection and economic performance.

In this episode, CII General Counsel Jeff Mahoney sits down with Edward Rock, the Martin Lipton Professor of Law, and Director of the Institute for Corporate Governance & Finance, at the NYU School of Law. Professor Rock is the co-author of a recent research paper entitled "The New Political Economy of Delaware Corporate Lawmaking." The paper discusses how changes in the capital and legal markets, particularly the rise of dual-class controlled companies, are reshaping the state’s lawmaking process. To address these changes, the authors propose replacing the current “Corporation Law Council” with a legislatively created “Corporation Law Commission” that prioritizes the creation of a balanced and technically excellent corporate law over making changes that serve immediate client interests.

This episode features CII General Counsel Jeff Mahoney covering the top 10 important events affecting institutional investors from March 26 to April 30, 2026. Some of the topics addressed include: CII’s comment letter to the SEC on Regulation S-K disclosures, trends in CII Members’ updated proxy voting and stewardship policies, CII’s new dashboard tracking Rule 14a-8 no-action notifications, and the CII Research and Education Fund’s new resource comparing of jurisdictional approaches among Delaware, Nevada, Texas and the Cayman Islands.

In this episode, CII’s General Counsel, Jeff Mahoney interviews Charles K. Whitehead, the Myron C. Taylor Alumni Professor of Business Law at Cornell Law School. In the episode Professor Whitehead discusses his article entitled “Delaware's Agency Problem.” Professor Whitehead explains why Delaware’s lawmaking process for amending their corporate law statutes has a “second order agency problem.” He then describes specific procedural reforms that he believes should be adopted to resolve the problem. He also discusses specific actions that institutional investors should consider in support of the adoption of his suggested reforms.

This episode features CII General Counsel Jeff Mahoney covering the top 10 important events affecting institutional investors from March 3 through to March 26, 2026. Some of the topics addressed include: the separate comments of Securities and Exchange Commission (SEC) Chairman Paul Atkins and Ranking Member of the Committee on Banking, Housing, and Urban Affairs (Senate Banking Committee) Senator Elizabeth Warren at CII’s Spring conference; and a letter from a bi-partisan group of 18 Senate Banking Committee members to Chair Atkins urging the SEC to examine Chinese companies’ reliance on variable interest entities to be listed on U.S. exchanges.

This episode features CII General Counsel Jeff Mahoney covering the top 10 important events affecting institutional investors from February 3 through March 3, 2026. Some of the topics addressed in this episode include: New CII research showing a decline in equal voting rights when reviewing initial public offerings in 2025, various investor lawsuits against public companies that omitted shareholder proposals from their annual proxy statements, and the introduction of the Enhancing Multi-Class Share Disclosures Act in the Senate.