Harvard Corporate Governance

MAY 15, 2023

The 2019 collapse of the Brumadinho dam in Brazil not only released 12 million tons of mining waste and took 270 lives, it prompted the filing of a major securities fraud enforcement case in the United States by the Securities & Exchange Commission (SEC).

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Harvard Corporate Governance

MAY 26, 2024

In 2019, when we began our reporting cycle, a mere 54 of the 100 largest global companies had clearly defined sustainability oversight, with 16% of directors being ESG-engaged. This post is based on their TSB memorandum.

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Harvard Corporate Governance

APRIL 23, 2024

The analysis provides a novel diagnosis for why, years after the 2019 Business Roundtable statement on the purpose of the corporation and talk about ESG factors from institutional investors, ESG proponents remain frustrated by the lack of progress on the environmental and social goals of corporations.

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Harvard Corporate Governance

NOVEMBER 27, 2023

Sustainability Governance is increasing ‘On Paper’ In 2019, just over half of the businesses had a board policy for ESG oversight. Strine, Jr. This number increased to 88% globally in 2023, and almost all US companies onboard except for five.

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321

Harvard Corporate Governance

JUNE 7, 2022

According to the Order, in 2018 and 2019, an employee of NS8 raised concerns internally that the company was overstating the number of its paying customers and other customer data, including falsely inflating customer numbers and monthly revenue “used to formulate external communications—including to potential and existing investors.”

Technology 230

Technology 230

Harvard Corporate Governance

MARCH 29, 2022

million in 2019 to $12 million in 2020 (Figure 1). For example, many CEOs saw salary cuts, adjustments to bonus payouts, changes in long-term incentive plans (LTIPs) and more. Ultimately, many companies restored those adjustments, but median CEO pay declined from $12.2 million.

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Harvard Corporate Governance

NOVEMBER 2, 2023

As described in the complaint, the SEC charged the former executives with orchestrating a fraudulent scheme to overstate revenue by recording revenue from non-binding purchase orders and concealing the practice from the company’s auditors.

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Harvard Corporate Governance

MAY 23, 2022

public companies that joined the original BRT Statement in August 2019 (the “BRT Companies”). Bebchuk, Kobi Kastiel, and Roberto Tallarita (discussed on the Forum here ); and The Perils and Questionable Promise of ESG-Based Compensation by Lucian A. Bebchuk and Roberto Tallarita (discussed on the Forum here ).

Finance 260

Finance 260

Harvard Corporate Governance

JUNE 6, 2022

59 new General Counsels took the top legal job at Fortune 500 companies in 2021, an increase compared to 2020, which saw 52 General Counsels entering the ranks, and 2019, which saw 49 new appointees. General Counsels appointed in 2021 are more diverse. more…).

Compliance 305

Compliance 305

Harvard Corporate Governance

MAY 20, 2022

a publicly-traded Brazilian mining company and one of the world’s largest iron ore producers, knowingly made false and misleading claims about the safety of its dams in the years leading up to the January 2019 Brumadinho disaster. [1]

Data Analysis 231

Data Analysis Compliance 231

Harvard Corporate Governance

FEBRUARY 2, 2024

By 2019, these funds represented over 25% of the U.S. Bebchuk and Scott Hirst; and The Limits of Portfolio Primacy (discussed on the Forum here ) by Roberto Tallarita. In the last decade, investment in corporate bonds has seen a surge through bond mutual funds. corporate bond market, holding approximately $1.5

Corporate Finance 284

Corporate Finance Finance Equity Marketability 284

Harvard Corporate Governance

MARCH 14, 2023

Key Takeaways For the first time, minority directors occupy more than 20% of board seats among Russell 3000 companies Black/African Americans saw the highest increase in directorships, a rise of more than 90% between 2019 and 2023 There were significant increases in Black/African American representation across all industries except Utilities, a sector (..)

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Harvard Corporate Governance

OCTOBER 25, 2023

Disney’s board was facing complex strategic challenges that included, among others, the weak performance of Disney+ -the streaming business launched in 2019-, a falling share price, technology disruption threatening its core business, unsustainable debt levels, and the rising geopolitical risk in China.

Compliance 307

Compliance Technology Equity Marketability 307

Harvard Corporate Governance

MAY 18, 2023

of Zevra Therapeutics (ZVRA), since 2019. UPC may have helped encourage the activist to pursue it, but likely did not affect the outcome. Mangless and ZVRA An individual investor, Daniel Mangless, owns 2.3% He rather quietly nominated three candidates for three available seats on the seven-person classified BoD.

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Harvard Corporate Governance

OCTOBER 5, 2024

This report examines trends in financial and non-financial metrics, goal-setting practices, and actual payouts, comparing findings over 2-year and 5-year periods, which coincide with our 2022 and 2019 reports. Please note that while this report references 2024 as the publication year, it primarily reflects 2023 compensation practices.

Market Capitalization 157

Market Capitalization Marketability 157

Harvard Corporate Governance

MAY 18, 2022

a publicly traded (NYSE) Brazilian mining company and one of the world’s largest iron ore producers, charging that it made “false and misleading claims about the safety of its dams prior to the January 2019 collapse of its Brumadinho dam. As described in this press release , the SEC has filed a complaint against Vale S.A., debt markets.

Market Capitalization 231

Market Capitalization Marketability 231

Harvard Corporate Governance

DECEMBER 4, 2023

Similar “constitutional moments” for corporate law took place with the Citizens United and Hobby Lobby Supreme Court decisions of the previous decade, and with the corporate purpose discussion that re-emerged in mid-2019, and today remains at the forefront of corporate law scholarship and public debate. more…)

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Harvard Corporate Governance

APRIL 6, 2022

The Order’s next line, however, states: “Reed purchased Torotel stock in July and August 2019 based on information Business Partner gave him about Torotel’s plans to seek a business combination and after observing Business Partner’s increased activities with Torotel.” Second, “on August 5, 2019, Business Partner sent Reed an email.

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Harvard Corporate Governance

MAY 25, 2022

This failure to alert the FAA to these changes may have been a proximate cause of two 737 MAX crashes in 2018 and 2019 that killed 346 passengers. Had the FAA known more, it would have almost certainly mandated more extensive flight simulator training. more…).

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275

Harvard Corporate Governance

MARCH 31, 2022

in 2019, and 17.1% While ISS approved most companies’ Say on Pay proposals, those companies that received an against recommendation from ISS were more likely to fail Say on Pay (24%) compared to prior years (for example, 18.4% in 2020, 18.8%

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298

Harvard Corporate Governance

SEPTEMBER 12, 2022

This year, shareholder support on say-on-pay votes averaged 88% among S&P 500 companies (same as 2021, compared to 90% in 2020 and 2019 and 91% in 2018), and 90% among the broader Russell 3000 (compared to 91% in 2018 through 2021). However, broadly speaking, U.S. more…).

Equity 240

Equity 240

Harvard Corporate Governance

MARCH 21, 2022

One report found that nearly two-thirds of companies in the Russell 1000 Index, and 90 percent of the 500 largest companies in that index, published sustainability reports in 2019 using various third-party standards, which include information about climate risks. [3] more…).

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Harvard Corporate Governance

AUGUST 31, 2022

Similarly, Petrova, Simonov and Snyder (2019) find that Citizens United led to significant increases in political advertising. Spencer and Wood (2014) find that although spending increased in all states post- Citizens , the increase in independent expenditures was twice as large in states that restricted corporate spending before the ruling.

Treasury 253

Treasury 253

Harvard Corporate Governance

NOVEMBER 17, 2022

On November 12, 2019, a movie named Dark Waters was premiered in North American theaters. Posted by Hui Zhou (Tulane University) , on Thursday, November 17, 2022 Editor's Note: Hui Zhou is a PhD Student at Tulane University. This post is based on a recent paper by Ms.

Marketability 190

Marketability Compliance 190

Harvard Corporate Governance

AUGUST 1, 2023

At that time, five standstill agreements containing “don’t-ask-don’t-waive” provisions remained in effect with prospective bidders from an earlier 2019 sale process. Background In January 2021, Magellan entered into a merger agreement with Centene Corporation. more…)

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189

Harvard Corporate Governance

AUGUST 7, 2024

In 2019, for example, the U.S. Yet increased scrutiny and vocal criticism by the U.S. federal and state legislators and regulators has, understandably, unsettled those passionately committed to moving forward on necessary and beneficial corporate ESG initiatives. antitrust laws. [5] 5] (more…)

Compliance 216

Compliance 216

Harvard Corporate Governance

SEPTEMBER 16, 2022

1] For instance, a 2019 survey by RBC Asset Management on investing concluded that 67% of investor respondents from the U.S., Europe, Asia, and Canada ranked cybersecurity as a top concern. [2] 1] A Bloomberg report estimates cybersecurity spending to surpass $200 billion annually by 2024. [3]

Marketability 329

Marketability 329

Mckinsey and Company

NOVEMBER 1, 2024

Our latest analysis of the aviation value chain shows many subsectors performing ahead of 2019 levels.

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124

Harvard Corporate Governance

MARCH 24, 2022

After a slow 2019 and a pandemic-battered 2020, new issues came roaring back last year—3,021 listings (inc. Related research from the Program on Corporate Governance includes SPAC Law and Myths by John C. Coates (discussed on the Forum here ). The global IPO market made up for lost time in 2021. SPACs) raised US$601.2 trillion.

Marketability 246

Marketability Equity 246

Harvard Corporate Governance

FEBRUARY 24, 2023

Of course, many matters have been added to board agendas since 2018 and will remain priority items in 2023. Perhaps the most significant new matters relate to the corporation’s role in society at large.

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235

Harvard Corporate Governance

DECEMBER 6, 2022

This theory was first proposed by the SEC staff in 2018 to address ICOs, which were then all the rage, and was followed by more detailed staff guidance in 2019. 2] If so, the cryptoasset is not a security. But the theory has not aged well. It is impractical—if not impossible—to apply to today’s real life blockchain projects.

Marketability 279

Marketability 279

NYT M&A

SEPTEMBER 17, 2024

The Observer, first published in 1791, could be bought by Tortoise Media, an outlet founded by a British media veteran that began publishing in 2019.

Mergers & Acquisitions 122

Mergers & Acquisitions 122

Mckinsey and Company

JUNE 10, 2022

From 2019 to 2021, venture capitalists plowed $35 billion into biotech companies with advanced platform technologies that could transform the industry.

Technology 133

Technology 133

Harvard Corporate Governance

OCTOBER 12, 2023

And The Business Roundtable’s 2019 Statement on the Purpose of a Corporation , endorsed by 181 CEOs, correctly acknowledged that the modern corporation had to be accountable to all its stakeholders including its workers, customers, and the communities where it operates.

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231

NYT M&A

JUNE 21, 2024

The credit card company acquired Tock, a restaurant reservation company, after buying its rival, Resy, in 2019.

Mergers & Acquisitions 117

Mergers & Acquisitions 117

Harvard Corporate Governance

MARCH 22, 2023

Private equity’s share of overall M&A volume was steady year-over-year (approximately 36%), and deal volume in 2022 exceeded the pre-pandemic level of $1 trillion in 2019. Announced global private equity M&A deal volume declined from $2.1 trillion in 2021 to $1.4 Public buyout boom continues.

Equity 237

Equity Marketability Finance 237

Harvard Corporate Governance

JULY 20, 2022

See our November 5, 2021, client alert “ SEC Staff Issues New Shareholder Proposal Guidance, Rescinding 2017-2019 Guidance.”). In November 2021, the Staff of the Division of Corporation Finance (Staff) of the Securities and Exchange Commission (SEC) published Staff Legal Bulletin No. more…).

Corporate Finance 210

Corporate Finance Finance 210