Harvard Corporate Governance

MARCH 6, 2024

To help you and your companies stay ahead of the curve in 2024 and beyond, RRA annually brings together the best thinking from our leadership advisors and a diverse array of influential governance thought leaders. With thanks to those experts, we are pleased to share our ninth annual report on what to watch in 2024.

147

147

Harvard Corporate Governance

APRIL 24, 2024

Posted by Heidi Welsh, Sustainable Investment Institute, on Wednesday, April 24, 2024 Editor's Note: Heidi Welsh is the Executive Director at the Sustainable Investments Institute. This post is based on her recent Si2 memorandum. This is down by only a few from 536 last year at the same time.

128

128

Harvard Corporate Governance

FEBRUARY 15, 2024

Posted by Joseph Yaffe, Page Griffin, and Shalom Huber, Skadden, Arps, Slate, Meagher & Flom LLP, on Thursday, February 15, 2024 Editor's Note: Joseph Yaffe , Page Griffin , and Shalom Huber are Partners at Skadden, Arps, Slate, Meagher & Flom LLP.

Equity 290

Equity 290

IVSC

APRIL 12, 2024

CAS-IVSC International Valuation Conference 2024 The China Appraisal Society (CAS) and the International Valuation Standards Council (IVSC) recently co-organised an international valuation conference, hosted by the Shanghai National Accounting Institute (SNAI) from 11 – 12 April 2024.

Intangible Assets 130

Intangible Assets Banking Appraisal Finance 130

Harvard Corporate Governance

FEBRUARY 26, 2024

Bieber, Sarah Ghulamhussain, and Peter Liddle, Freshfields Bruckhaus Deringer LLP, on Monday, February 26, 2024 Editor's Note: Elizabeth K. Glass Lewis), updated their annual voting policies for annual shareholder meetings in 2024. Posted by Elizabeth K. This post is based on their Freshfields memorandum. more…)

128

128

Harvard Corporate Governance

MARCH 29, 2024

Securities and Exchange Commission, on Saturday, March 23, 2024 Tags: Climate , cyber disclosure , SEC , SPACs , U.S. Millstein tribute Posted by Stephen Davis (Harvard Law School), on Tuesday, March 26, 2024 Tags: ICGN , Ira M. Posted by Gary Gensler, U.S.

Compliance 100

Compliance Marketability 100

Harvard Corporate Governance

APRIL 5, 2024

Posted by the Harvard Law School Forum on Corporate Governance, on Friday, April 5, 2024 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of March 29-April 4, 2024 Legal Risk and Insider Trading Posted by Marcin Kacperczyk (Imperial College London) and Emiliano S. Posted by Jill E.

Technology 100

Technology Marketability 100

Harvard Corporate Governance

JANUARY 30, 2024

Posted by Adam Shapiro, David Kahan and Michael Schobel, Wachtell, Lipton, Rosen & Katz, on Tuesday, January 30, 2024 Editor's Note: Adam J. Entering 2024, ongoing international instability, rapidly changing technology and the United States presidential campaign are certain to impact the corporate landscape. Shapiro , David E.

Technology 122

Technology Marketability 122

Harvard Corporate Governance

NOVEMBER 9, 2023

Introduction The current economic environment and geopolitical unrest have created substantial uncertainty as companies prepare annual budgets and long-term forecasts for 2024 and beyond. At the same time, the U.S. more…)

Equity 223

Equity 223

Harvard Corporate Governance

MARCH 15, 2024

Freed, Jeanne Hanna and Karl Sandstrom, Center for Political Accountability, on Sunday, March 10, 2024 Tags: Board of Directors , CPA-Zicklin Model Code , Disclosure , Political spending A Guide for Directors to Political Law Issues in This Election Year Posted by Charles M. Ricciardelli and Melissa L.

Banking 100

Banking Treasury Compliance Finance 100

Harvard Corporate Governance

MARCH 8, 2024

Posted by the Harvard Law School Forum on Corporate Governance, on Friday, March 8, 2024 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of March 1-7, 2024 Cybersecurity Disclosure Report Posted by Neil McCarthy, James Palmiter, and G. Choi and Jeffery Y.

Banking 100

Banking 100

Harvard Corporate Governance

MARCH 1, 2024

Bieber, Sarah Ghulamhussain, and Peter Liddle, Freshfields Bruckhaus Deringer LLP, on Monday, February 26, 2024 Tags: Clawbacks , Climate , Cybersecurity , ESG , Executive Compensation , Executive ownership , GAAP , Glass Lewis , Institutional Shareholder Services Inc. ,

Treasury 100

Treasury Technology Equity 100

Harvard Corporate Governance

JANUARY 3, 2024

Posted by Martin Lipton, Wachtell, Lipton, Rosen & Katz, on Wednesday, January 3, 2024 Editor's Note: Martin Lipton is a Partner at Wachtell, Lipton, Rosen & Katz. This post is based on a Wachtell memorandum by Mr. Lipton, Steven A. Rosenblum , Karessa L. Cain , and Carmen X.

267

267

Harvard Corporate Governance

FEBRUARY 28, 2024

Posted by Allie Rutherford, Adrienne Monley, and Eric Sumberg, PJT Camberview, on Wednesday, February 28, 2024 Editor's Note: Allie Rutherford is a Partner, Adrienne Monley is Managing Director, and Eric Sumberg is Director at PJT Camberview. This post is based on their PJT Camberview memorandum.

Marketability 122

Marketability 122

Harvard Corporate Governance

MARCH 12, 2024

Posted by Rebecca Sherratt, Diligent Market Intelligence, on Tuesday, March 12, 2024 Editor's Note: Rebecca Sherratt is a Publications Editor at Diligent Market Intelligence. Related research from the Program on Corporate Governance includes The Long-Term Effects of Hedge Fund Activism (discussed on the Forum here ) by Lucian A.

Marketability 158

Marketability 158

Harvard Corporate Governance

FEBRUARY 23, 2024

Supreme Court A Theory of the REIT Posted by Jason Oh and Andrew Verstein, UCLA School of Law, on Monday, February 19, 2024 Tags: governance , Real Estate , REITs , Takeover , tax CCEOs Should Address 7 Questions When Considering a Human Rights Policy Posted by Dian Zhang and Kate Jordan, Gartner, Inc.,

Equity 100

Equity Compliance Finance 100

Harvard Corporate Governance

FEBRUARY 7, 2024

Harris, Cleary Gottlieb Steen & Hamilton LLP, on Wednesday, February 7, 2024 Editor's Note: James E. The M&A Environment in 2024 Global deal value in 2023 fell to the lowest level seen in a decade. Below are some key themes from 2023 and lessons for 2024. Langston and Kyle A. In the U.S.,

Private Equity Firm 128

Private Equity Firm Equity Finance Marketability 128

Harvard Corporate Governance

FEBRUARY 29, 2024

Posted by Daniel Chang and Rajeev Kumar, Georgeson LLC, on Thursday, February 29, 2024 Editor's Note: Daniel Chang is Senior Institutional Analyst, and Rajeev Kumar is Senior Managing Director at Georgeson LLC. In January 2024, BlackRock released its updated U.S. This post is based on their Georgeson memorandum.

128

128

Harvard Corporate Governance

MARCH 3, 2024

Posted by Maureen Bujno, Bob Lamm, and Krista Parsons, Deloitte Touche Tohmatsu Limited, on Sunday, March 3, 2024 Editor's Note: Maureen Bujno is a Managing Director, Bob Lamm is an Independent Senior Advisor, and Krista Parsons is an Audit & Assurance Managing Director and Audit Committee Program Leader at Deloitte Touche Tohmatsu Limited.

128

128

Harvard Corporate Governance

FEBRUARY 16, 2024

Posted by Doug Schnell, Sebastian Alsheimer and Daniyal Iqbal, Wilson Sonsini Goodrich & Rosati, on Friday, February 16, 2024 Editor's Note: Doug Schnell and Sebastian Alsheimer are Partners, and Daniyal Iqbal is an Associate at Wilson Sonsini Goodrich & Rosati.

115

115

Harvard Corporate Governance

FEBRUARY 28, 2024

on Wednesday, February 28, 2024 Editor's Note: Arthur B. Posted by Arthur B. Crozier, Gabrielle E. Wolf, and Jonathan L. Kovacs, Innisfree M&A Inc., Crozier is Executive Chair, and Gabrielle E. Wolf and Jonathan L. Kovacs are Directors at Innisfree M&A Inc. This post was prepared for the Forum by Mr. Crozier, Ms. Wolf, and Mr. Kovacs.

133

133

Harvard Corporate Governance

FEBRUARY 13, 2024

Posted by Carey Oven, Bob Lamm, and Maureen Bujno, Deloitte Touche Tohmatsu Limited, on Tuesday, February 13, 2024 Editor's Note: Carey Oven is a National Managing Partner, Bob Lamm is an Independent Senior Advisor, and Maureen Bujno is a Managing Director at Deloitte Touche Tohmatsu Limited. This post is based on a Deloitte memorandum by Ms.

Technology 122

Technology 122

Harvard Corporate Governance

FEBRUARY 9, 2024

Turner, Queen’s University Belfast, on Monday, February 5, 2024 Tags: Banks , British , Extended liability , Insurance firms , Limited liability , Shareholder , Shareholder liability , UK , United Kingdom Exxon proxy suit highlights divide between ESG investing and activism Posted by Amy D. Roy and Robert A.

Alpha 100

Alpha Banking Equity Compliance 100

Harvard Corporate Governance

FEBRUARY 27, 2024

Posted by Merel Spierings, The Conference Board, on Tuesday, February 27, 2024 Editor's Note: Merel Spierings is Senior Researcher for the ESG Center at The Conference Board. Rather than being discouraged after two years of declining average support, however, shareholders submitting proposals are responding by adjusting their proposals (e.g.,

Finance 158

Finance 158

Harvard Corporate Governance

DECEMBER 2, 2023

On October 16, 2023, the Securities and Exchange Commission’s (SEC) Division of Examinations (the Division) published its annual examination priorities for 2024 (2024 Priorities), which focus on “certain practices, products, and services that [the Division] believes present potentially heightened risks to investors or the integrity of the U.S.

Marketability 128

Marketability 128

Harvard Corporate Governance

JANUARY 14, 2024

Posted by Leah Malone and Emily Holland, Simpson Thacher & Bartlett LLP, on Sunday, January 14, 2024 Editor's Note: Leah Malone is a Partner and Leader of ESG and Sustainability Practice and Emily Holland is a Counsel at Simpson Thacher & Bartlett LLP. This post is based on a Simpson memorandum by Ms. Malone, Ms.

308

308

Harvard Corporate Governance

FEBRUARY 2, 2024

Posted by the Harvard Law School Forum on Corporate Governance, on Friday, February 2, 2024 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of January 26-February 1, 2024 Trends in Director Compensation Posted by Lawrence A. Davies, Sarah E. Fortt, and Betty M.

Debt Financing 100

Debt Financing Banking Capital Structure Finance 100

Harvard Corporate Governance

APRIL 13, 2024

Posted by Maia Gez, Scott Levi and Danielle Herrick, White & Case LLP, on Saturday, April 13, 2024 Editor's Note: Maia Gez and Scott Levi are Partners, and Danielle Herrick is Professional Support Counsel at White & Case LLP. This post is based on a White & Case memorandum by Ms. Gez, Mr. Levi, Ms. Herrick, and Sarah Hernandez.

115

115

Harvard Corporate Governance

JANUARY 12, 2024

Posted by the Harvard Law School Forum on Corporate Governance, on Friday, January 12, 2024 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of January 5-11, 2024 Underrepresentation of Women CEOs Posted by Li He (Erasmus University Rotterdam) and Toni M.

100

100

Mckinsey and Company

MARCH 12, 2024

For customer care leaders, 2024 could be a transformative year. Gen Z consumers are picking up the phone, boomers are using digital chat, and AI technologies are reshaping the contact center.

Technology 120

Technology 120

Harvard Corporate Governance

JANUARY 18, 2024

Hicks, Debevoise & Plimpton LLP, on Thursday, January 18, 2024 Editor's Note: Steven J. In this client update, we highlight key considerations public companies should keep in mind when preparing their proxy statements for their 2024 annual meetings, including guidance published by the U.S. Posted by Steven J. Slutzky, William D.

Total Shareholder Return 122

Total Shareholder Return 122

Harvard Corporate Governance

FEBRUARY 23, 2024

Posted by Justin Danhof, Strive Asset Management, on Friday, February 23, 2024 Editor's Note: Justin Danhof is Executive Vice President, Head of Corporate Governance at Strive Asset Management. As a result, the 2024 proxy voting season will likely provide a test case for shareholder activists, asset managers, and companies alike.

Equity 142

Equity 142

Harvard Corporate Governance

FEBRUARY 14, 2024

Posted by Jamie Smith, EY, on Wednesday, February 14, 2024 Editor's Note: Jamie Smith is EY Americas Center for Board Matters Investor Outreach and Corporate Governance Director. This post is based on an EY memorandum by Ms. Smith and Kris Pederson.

158

158

Harvard Corporate Governance

JANUARY 19, 2024

Posted by Victor Goldfeld, Mark Stagliano, and Mark Andriola, Wachtell, Lipton, Rosen & Katz, on Friday, January 19, 2024 Editor's Note: Victor Goldfeld and Mark Stagliano are Partners, and Mark Andriola is an Associate at Wachtell, Lipton, Rosen & Katz.

Finance 151

Finance Marketability Technology Equity 151

Harvard Corporate Governance

JANUARY 21, 2024

Posted by Colin Wittmer and John Potter, PricewaterhouseCoopers LLP, on Sunday, January 21, 2024 Editor's Note: Colin Wittmer is Deals Leader and John Potter is Deals Clients & Markets Leader at PricewaterhouseCoopers LLP. This post is based on their PwC memorandum.

Marketability 122

Marketability Technology Equity 122

Harvard Corporate Governance

FEBRUARY 23, 2024

Posted by Nichol Garzon-Mitchell, Glass, Lewis & Co, on Friday, February 23, 2024 Editor's Note: Nichol Garzon-Mitchell is Chief Legal Officer and Senior Vice President of Corporate Development at Glass, Lewis & Co. For institutional investors, the 2024 season will usher in a new level of transparency for their proxy voting.

133

133

Harvard Corporate Governance

FEBRUARY 14, 2024

Posted by Mark Lundvall and Ryan O’Toole, Fidelity Investments, on Wednesday, February 14, 2024 Editor's Note: Mark Lundvall is Head of Investment Proxy Research, and Ryan O’Toole is Director of Corporate Governance at Fidelity Investments. This post is based on their Fidelity memorandum.

Capital Structure 122

Capital Structure Equity 122