Harvard Corporate Governance

MAY 3, 2024

Posted by the Harvard Law School Forum on Corporate Governance, on Friday, May 3, 2024 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of April 26-May 2, 2024 The CSDDD: How the Phoenix Can Rise from the Ashes Posted by Robert G. Eccles (Saïd Business School), Richard Gardiner, and Andrea Webster, World Benchmarking Alliance, on Friday, April 26, 2024 Tags: Corporate Sustainability Due Diligence Directive , CSDDD , EU , Sustainability That St

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Harvard Corporate Governance

MAY 3, 2024

Posted by Miles Rogerson, Diligent Market Intelligence, on Friday, May 3, 2024 Editor's Note: Miles Rogerson is a Financial Journalist at Diligent Market Intelligence (DMI). This post is based on his Diligent memorandum. Nearly half of the Russell 3000 companies targeted by activists in 2023 had few defenses against such advances. According to Diligent Market Intelligence’s (DMI) Governance data, of the 103 Russell 3000 companies targeted by primary- and partial-focus activists in 2023, 50 had

Marketability 130

Marketability 130

Harvard Corporate Governance

APRIL 21, 2024

Posted by Alissa Kole, GOVERN, on Sunday, April 21, 2024 Editor's Note: Alissa Kole is Managing Director at GOVERN. This post is based on her GOVERN memorandum. Surprisingly, last month’s announcement regarding the addition of an Artificial Intelligence (AI) member to the board of Abu Dhabi’s International Holding Company (IHC) does not appear to have galvanized global attention.

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Harvard Corporate Governance

APRIL 18, 2024

Posted by Amy Jane Longo, Shannon Capone Kirk, and Isaac Sommers, Ropes & Gray LLP, on Thursday, April 18, 2024 Editor's Note: Amy Jane Longo is a Partner, Shannon Capone Kirk is Managing Principal & Global Head of Advanced E-Discovery and A.I. Strategy, and Isaac Sommers is an Associate at Ropes & Gray LLP. This post is based on their Ropes & Gray memorandum.

Compliance 117

Compliance Marketability 117

Harvard Corporate Governance

APRIL 18, 2024

Posted by Andrew Verstein (UCLA), on Thursday, April 18, 2024 Editor's Note: Andrew Verstein is a Professor of Law at UCLA School of Law. This post is based on his article forthcoming in the Northwestern University Law Review. The “disinterested and independent board majority” is one of the most important concepts in corporate law, because it is the fulcrum on which most corporate litigation turns.

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Harvard Corporate Governance

APRIL 18, 2024

Posted by Joyce Chen and Courtney Yu, Equilar, Inc., on Thursday, April 18, 2024 Editor's Note: Joyce Chen is Associate Editor and Courtney Yu is Director of Research at Equilar, Inc. This post was prepared for the Forum by Ms. Chen and Mr. Yu. The 2024 proxy season is in full swing, as public companies are in the process of submitting their proxy statements (DEF14A) to the Securities and Exchange Commission (SEC) ahead of annual shareholder meetings.

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Harvard Corporate Governance

APRIL 16, 2024

Posted by Edna Twumwaa Frimpong and Dottie Schindlinger, Diligent Institute, and Derek Vadala, Bitsight, on Tuesday, April 16, 2024 Editor's Note: Edna Twumwaa Frimpong is Director of International Research and Dottie Schindlinger is Executive Director at Diligent Institute; and Derek Vadala is Chief Risk Officer at Bitsight. This post is based on a recent report by Ms.

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Harvard Corporate Governance

APRIL 16, 2024

Posted by Jun Qian (Fudan University), on Tuesday, April 16, 2024 Editor's Note: Jun Qian (QJ) is Professor of Finance and Executive Dean at the Fanhai International School of Finance (FISF), Fudan University. This post is based on a forthcoming article in the Journal of Finance by Franklin Allen , Professor Qian, Chenyu Shan , and Julie Lei Zhu. The Chinese stock market started in 1990 with the establishment of two domestic stock exchanges (the “A share” market): the Shanghai Stock Exchange (SS

Marketability 152

Marketability Finance Market Capitalization Banking 152

Harvard Corporate Governance

APRIL 16, 2024

Posted by Ali Saribas and Carmen Ng, SquareWell Partners, on Tuesday, April 16, 2024 Editor's Note: Ali Saribas is a Partner, and Carmen Ng is a Director at SquareWell Partners. This post is based on their SquareWell memorandum. i. Introduction SquareWell published the inaugural edition of “ What do Shareholders Propose “, a comprehensive review of all shareholder proposals related to environmental, social, and governance (“ESG”) topics in Europe and the United States for 2022 and 20

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Harvard Corporate Governance

MARCH 28, 2024

Posted by Michael R. Levin, The Activist Investor, on Thursday, March 28, 2024 Editor's Note: Michael R. Levin is the Founder and Editor of The Activist Investor. This post is based on his TAI memorandum. Related research from the Program on Corporate Governance includes Paying for Long-Term Performance (discussed on the Forum here ) and Pay Without Performance: The Unfulfilled Promise of Executive Compensation both by Lucian A.

Comps 141

Comps 141

Harvard Corporate Governance

MARCH 28, 2024

Posted by William J. Moon (University of Maryland), on Thursday, March 28, 2024 Editor's Note: William J. Moon is Professor of Law at the University of Maryland School of Law. This post is based on his recent article forthcoming in the Duke Law Journal. Related research from the Program on Corporate Governance includes Monetary Liability for Breach of the Duty of Care?

Compliance 124

Compliance 124

Harvard Corporate Governance

MARCH 28, 2024

Posted by Subodh Mishra, Institutional Shareholder Services Inc., on Thursday, March 28, 2024 Editor's Note: Subodh Mishra is Global Head of Communications at ISS STOXX. This post is based on an ISS-Corporate memorandum by Jacob McKeeman and Kieran Woodsworth. Sustainability reporting rules developed by the International Sustainability Standards Board (ISSB) for the IFRS Sustainability Disclosure Standards are set to be adopted across jurisdictions in the next few years, establishing a global ba

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Harvard Corporate Governance

MARCH 27, 2024

Posted by Kerrie Waring, Severine Neervoort, and Carol Nolan Drake, International Corporate Governance Network (ICGN), on Wednesday, March 27, 2024 Editor's Note: Kerrie Waring is CEO, Severine Neervoort is Global Policy Director, and Carol Nolan Drake is Senior Policy Manager at International Corporate Governance Network (ICGN). This post is based on their ICGN memorandum.

Finance 124

Finance Marketability 124

Harvard Corporate Governance

MARCH 27, 2024

Posted by Jeffrey Sonnenfeld and Steven Tian (Yale University), on Wednesday, March 27, 2024 Editor's Note: Jeffrey Sonnenfeld is Senior Associate Dean for Leadership Studies and Lester Crown Professor in the Practice of Management, and Steven Tian is Research Director of the Yale Chief Executive Leadership Institute at the Yale School of Management.

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Harvard Corporate Governance

MARCH 27, 2024

Posted by Larry Fink, BlackRock Inc., on Wednesday, March 27, 2024 Editor's Note: Larry Fink is Founder, Chairman and CEO of BlackRock Inc. This post is based on Mr. Fink’s annual letter to investors. Time to rethink retirement When my mom passed away in 2012, my dad started to decline quickly, and my brother and I had to go through my parents’ bills and finances.

Finance 63

Finance Banking Marketability 63

Harvard Corporate Governance

MARCH 26, 2024

Posted by Stephen Davis (Harvard Law School), on Tuesday, March 26, 2024 Editor's Note: Stephen M. Davis is a Senior Fellow at the Harvard Law School Program on Corporate Governance and a Co-organizer of the Capital+Constitution project. “Giant” is the word many would use to describe Ira Millstein as a shaper of modern corporate governance. But the word he preferred for himself was “cricket”, as in the character in the Pinocchio story who sits on a wooden shoulder urging the puppet to behave.

Marketability 220

Marketability 220

Harvard Corporate Governance

MARCH 26, 2024

Posted by Adam C. Pritchard, University of Michigan, on Tuesday, March 26, 2024 Editor's Note: Adam C. Pritchard is Frances & George Skestos Professor of Law at the University of Michigan Law School. This post is based on a working paper by Stephen J. Choi , Mitu Gulati , Xuan Liu , and Professor Pritchard. * This illustration depicts the widespread adoption of a boilerplate sentence concerning the outbreak of COVID-19 in Wuhan by various firms in their 10-Ks and 10-Qs.

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Harvard Corporate Governance

MARCH 26, 2024

Posted by Jim Woolery, Woolery & Co., on Tuesday, March 26, 2024 Editor's Note: Jim Woolery is Founding Partner at Woolery & Co. This post is based on his Woolery & Co. memorandum. Related research from the Program on Corporate Governance includes Dancing with Activists (discussed on the Forum here ) and The Long-Term Effects of Hedge Fund Activism (discussed on the Forum here ) both by Lucian A.

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Harvard Corporate Governance

MARCH 12, 2024

Posted by Ethan Klingsberg, Meredith Kotler, and Victor Ma, Freshfields Bruckhaus Deringer LLP, on Tuesday, March 12, 2024 Editor's Note: Ethan Klingsberg and Meredith Kotler are Partners, and Victor Ma is an Associate at Freshfields Bruckhaus Deringer LLP. This post is based on their Freshfields memorandum and is part of the Delaware Law series ; links to other posts in the series are available here.

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Harvard Corporate Governance

MARCH 12, 2024

Posted by Snehal Banerjee (UC San Diego) and Martin Szydlowski (University of Minnesota), on Tuesday, March 12, 2024 Editor's Note: Snehal Banerjee is an Associate Professor at the University of California, San Diego Rady School of Management, and Martin Szydlowski is an Assistant Professor at the University of Minnesota Carlson School of Management.

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220

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. Bebchuk, Alon Brav, and Wei Jiang; Dancing with Activists (discussed on the Forum here ) by Lucian A.

Marketability 161

Marketability 161

Harvard Corporate Governance

MARCH 11, 2024

Posted by Charles M. Ricciardelli and Melissa L. Miles, Skadden, Arps, Slate, Meagher & Flom LLP, on Monday, March 11, 2024 Editor's Note: Charles M. Ricciardelli is a Partner, and Melissa L. Miles is Counsel at Skadden, Arps, Slate, Meagher & Flom LLP. This post is based on their Skadden memorandum. Key Points With the 2024 election season underway, corporations may want to support the presidential nominating conventions as well as transition efforts and inaugural activities for incomin

Finance 117

Finance 117

Harvard Corporate Governance

MARCH 11, 2024

Posted by Saule Omarova (Cornell University and Yale University) and Graham Steele (U.S. Department of the Treasury), on Monday, March 11, 2024 Editor's Note: Saule Omarova is Beth and Marc Goldberg Professor of Law at Cornell University and Sidley Austin-Robert D. McLean Visiting Professor of Law at Yale University, and Graham Steele is the Assistant Secretary for Financial Institutions at the U.S.

Banking 124

Banking Treasury Marketability 124

Harvard Corporate Governance

MARCH 11, 2024

Posted by Camila Panama and Alexander Dussault, Mayer Brown LLP, on Monday, March 11, 2024 Editor's Note: Camila Panama is a Partner, and Alexander Dussault is an Associate at Mayer Brown LLP. This post is based on a Mayer Brown memorandum by Ms. Panama, Mr. Dussault, William Kucera , Martha McGarry , Andrew Noreuil , and Jodi Simala. 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.

Compliance 130

Compliance 130

Harvard Corporate Governance

MARCH 6, 2024

Posted by Amy Simmerman, Ryan Hart, and Angie Flaherty, Wilson Sonsini Goodrich & Rosati, on Wednesday, March 6, 2024 Editor's Note: Amy Simmerman is a Partner, Ryan Hart is an Associate, and Angie Flaherty is a Senior Counsel at Wilson Sonsini Goodrich & Rosati. This post is based on a WSGR memorandum by Ms. Simmerman, Mr. Hart, Ms. Flaherty, and Sarah Hand and is part of the Delaware law series ; links to other posts in the series are available here.

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Harvard Corporate Governance

MARCH 6, 2024

Posted by Yan Lu (University of Central Florida), Narayan Naik (London Business School), and Melvyn Teo (Singapore Management University), on Wednesday, March 6, 2024 Editor's Note: Yan Lu is an Associate Professor of Finance at the University of Central Florida, Narayan Naik is Professor of Finance at London Business School, and Melvyn Teo is Lee Kong Chian Professor of Finance at Singapore Management University.

Finance 117

Finance Banking Technology 117

Harvard Corporate Governance

MARCH 6, 2024

Posted by Rich Fields, Rusty O’Kelley, and Melissa Martin, Russell Reynolds Associates, on Wednesday, March 6, 2024 Editor's Note: Rich Fields leads the Board Effectiveness Practice, Rusty O’Kelley co-leads the Board and CEO Advisory Practice in the Americas, and Melissa Martin is a member of the Board Effectiveness Practice at Russell Reynolds Associates.

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Harvard Corporate Governance

MARCH 2, 2024

Posted by Michael Littenburg and Marc Rotter, Ropes & Gray LLP, on Saturday, March 2, 2024 Editor's Note: Michael Littenburg is Partner and Global Chair of the ESG, CSR and Business and Human Rights Practice, and Marc Rotter is Counsel in the Capital Markets Practice at Ropes & Gray LLP. This post is based on their Ropes & Gray memorandum.

Marketability 141

Marketability 141

Harvard Corporate Governance

MARCH 1, 2024

Posted by the Harvard Law School Forum on Corporate Governance, on Friday, March 1, 2024 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of February 23-29, 2024 DEI on the Corporate Ballot: Strive’s Predictions for 2024 Posted by Justin Danhof, Strive Asset Management, on Friday, February 23, 2024 Tags: dei , director elections , ESG , Executive Compensation , Proxy season , Proxy voting , Shareholder activism Additional Proxy Vote Disclosure

Treasury 100

Treasury Technology Equity 100

Harvard Corporate Governance

MARCH 1, 2024

Posted by Neil McCarthy, James Palmiter, and G. Michael Weiksner, DragonGC, on Friday, March 1, 2024 Editor's Note: James Palmiter is CEO and Co-Founder of DragonGC. This post is based on a DragonGC memorandum by Neil McCarthy, Mr. Palmiter, G. Michael Weiksner, Natalie Richardson, and Evan Quille. DragonGC is a legal intelligence platform leveraging comprehensive ‘Authoritative Intelligence’ to offer curated, verified, and original sources.

Compliance 210

Compliance 210

Harvard Corporate Governance

FEBRUARY 21, 2024

Posted by Sean Feller, Krista Hanvey, and Christina Andersen, Gibson, Dunn & Crutcher LLP, on Wednesday, February 21, 2024 Editor's Note: Sean Feller and Krista Hanvey are Partners, and Christina Andersen is Of Counsel at Gibson, Dunn & Crutcher LLP. This post is based on their Gibson memorandum and is part of the Delaware law series ; links to other posts in the series are available here.

Equity 220

Equity EBITDA Market Capitalization Marketability 220

Harvard Corporate Governance

FEBRUARY 21, 2024

Posted by Andrew Verstein, UCLA School of Law, on Wednesday, February 21, 2024 Editor's Note: Andrew Verstein is a Professor of Law at UCLA School of Law. This post is based on his article forthcoming in The Yale Journal on Regulation. Related research from the Program on Corporate Governance includes The Case for Increasing Shareholder Power and Letting Shareholders Set the Rules both by Lucian A.

Finance 136

Finance Technology 136

Harvard Corporate Governance

FEBRUARY 16, 2024

Posted by the Harvard Law School Forum on Corporate Governance, on Friday, February 16, 2024 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of February 9-15, 2024 A New Season for Executive Compensation Disclosure Posted by Michael Albano, Laura Bagarella, and Julia Petty, Cleary Gottlieb Steen & Hamilton LLP, on Friday, February 9, 2024 Tags: Clawbacks , Disclosure , Executive Compensation , pay versus performance , Proxy , PvP , SEC Sp

Capital Structure 100

Capital Structure Equity 100

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. This post is based on a WSGR memorandum by Mr. Schnell, Mr. Alsheimer, Mr. Iqbal, and Richard Blake.

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Harvard Corporate Governance

FEBRUARY 12, 2024

Posted by John Kelsh, Claire Holland, and Christine Duque, Sidley Austin LLP, on Monday, February 12, 2024 Editor's Note: John Kelsh is a Partner, Claire Holland is Special Counsel, and Christine Duque is a Senior Managing Associate at Sidley Austin LLP. This post is based on a Sidley memorandum by Mr. Kelsh, Ms. Holland, Ms. Duque, Sonia Barros , Corey Perry and Andrea Reed.

Equity 117

Equity Marketability 117

Harvard Corporate Governance

FEBRUARY 12, 2024

Posted by Buhui Qiu (University of Sydney), on Monday, February 12, 2024 Editor's Note: Buhui Qiu is Professor of Business and Finance and Director of Doctoral Studies at the University of Sydney Business School. This post is based on a working paper by Iftekhar Hasan , Haekwon Lee , Professor Qiu, and Anthony Saunders. The profound shifts in climate patterns and the escalating severity of natural disasters, such as wildfires and flooding, constitute an increasingly pressing threat to both human

Finance 117

Finance 117

Harvard Corporate Governance

FEBRUARY 12, 2024

Posted by Michael R. Levin, The Activist Investor, on Monday, February 12, 2024 Editor's Note: Michael R. Levin is the Founder and Editor of The Activist Investor. This post is based on his TAI memorandum. Related research from the Program on Corporate Governance includes Universal Proxies (discussed on the Forum here ) by Scott Hirst. For over a year, we and others speculated ESG proponents would pounce on universal proxy card (UPC) as a way to escalate efforts to exert influence over compani

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