Harvard Corporate Governance

MARCH 11, 2024

2023 marks the first full year in which the universal proxy rules have been in effect. Despite this, there is one key development that emerged in 2023 that merits attention: companies rejected dissident director nomination notices for non-compliance with advance notice bylaws at record rates. Strine, Jr.

Compliance 133

Compliance 133

Harvard Corporate Governance

FEBRUARY 10, 2023

Posted by Ted Sikora, NACD, on Friday, February 10, 2023 Editor's Note: Ted Sikora is a Project Manager, Surveys and Business Analytics at NACD. In fact, only 29 percent of respondents believe that the United States’ economy is heading for a “soft landing,” that is, stemming inflation while avoiding a recession by mid-2023.

330

330

Harvard Corporate Governance

SEPTEMBER 29, 2023

Posted by the Harvard Law School Forum on Corporate Governance, on Friday, September 29, 2023 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of September 22-28, 2023 Who are the new directors? Posted by Subodh Mishra, Institutional Shareholder Services, Inc.,

Equity 208

Equity Marketability 208

Harvard Corporate Governance

NOVEMBER 17, 2023

Posted by the Harvard Law School Forum on Corporate Governance, on Friday, November 17, 2023 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of November 10-16, 2023 The California Effect: Visionary Climate Disclosure Laws Will Have FarReaching Impact Posted by Matthew H.

188

188

Harvard Corporate Governance

JUNE 23, 2023

Posted by the Harvard Law School Forum on Corporate Governance, on Friday, June 23, 2023 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of June 16-22, 2023. Posted by Eliezer M. Fich (Drexel University), Robert Parrino (University of Texas at Austin), and Anh L.

Alpha 237

Alpha 237

Harvard Corporate Governance

NOVEMBER 10, 2023

Securities and Exchange Commission, on Wednesday, November 8, 2023 Tags: Clawbacks , Proxy season , SEC , SPACs Top 5 SEC Developments Posted by Haimavathi V. Bell, and Ron C. Uyeda, U.S.

Treasury 186

Treasury Banking Equity Marketability 186

Harvard Corporate Governance

OCTOBER 13, 2023

Posted by the Harvard Law School Forum on Corporate Governance, on Friday, October 13, 2023 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of October 6-12, 2023 The DNA of 2023 U.S. Bell, and Ron C. Proxy Season: Recent Proxy and Annual Report Developments Posted by Laura D.

Marketability 188

Marketability 188

Harvard Corporate Governance

SEPTEMBER 20, 2023

Posted by Jason Booth, Will Arnot, and Miles Rogerson, Diligent Institute, on Wednesday, September 20, 2023 Editor's Note: Jason Booth is an Editorial Manager, Will Arnot is a Senior Editorial Specialist, and Miles Rogerson is a Financial Journalist at Diligent Market Intelligence.

Marketability 216

Marketability 216

Harvard Corporate Governance

JANUARY 29, 2024

Lazard’s 2023 review of shareholder activism highlights key trends and data in shareholder activism activity throughout the year. New campaign activity in 2023 represented a 7% increase year-over-year and an all-time record for activity in Europe and APAC. more…)

Marketability 173

Marketability 173

Harvard Corporate Governance

JUNE 30, 2023

Posted by the Harvard Law School Forum on Corporate Governance, on Friday, June 30, 2023 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of June 23-29, 2023. Commentary: Our Proxy Advice is Apolitical Posted by Subodh Mishra, Institutional Shareholder Services, Inc.,

Corporate Finance 222

Corporate Finance Compliance Banking Finance 222

Harvard Corporate Governance

JUNE 28, 2023

Posted by Amanda Buthe, Rajeev Kumar, and Kilian Moote, Georgeson LLC, on Wednesday, June 28, 2023 Editor's Note: Amanda Buthe is a Director, Rajeev Kumar is a Senior Managing Director and Kilian Moote is a Managing Director at Georgeson LLC. This post is based on a Georgeson memorandum by Ms. in 2022 to 6.2%

Equity 228

Equity 228

Harvard Corporate Governance

SEPTEMBER 1, 2023

Posted by the Harvard Law School Forum on Corporate Governance, on Friday, September 1, 2023 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of August 25-31, 2023.

Venture Capital Fund 199

Venture Capital Fund Equity 199

Harvard Corporate Governance

JUNE 9, 2023

Posted by the Harvard Law School Forum on Corporate Governance, on Friday, June 9, 2023 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of June 2-8, 2023. Kupiec and Mark E. Tuch (Washington University in St. Posted by Julian F. Kölbel (University of St.

Equity 221

Equity Finance 221

Harvard Corporate Governance

JANUARY 14, 2024

After years of buzz in business circles, ESG seemed to have lost some of its shine in 2023. Investor demand for ESG products cooled, as the third quarter of 2023 saw the fourth consecutive quarter of net outflows from sustainable funds in the United States. Bebchuk, Kobi Kastiel, and Roberto Tallarita. more…)

314

314

Harvard Corporate Governance

JANUARY 29, 2024

Our 2023 Silicon Valley 150 Corporate Governance Report reviews the corporate governance practices and disclosures of the Valley’s largest public companies. Posted by Richard Blake, Wilson Sonsini Goodrich & Rosati, on Monday, January 29, 2024 Editor's Note: Richard Blake is a Partner at Wilson Sonsini Goodrich & Rosati.

211

211

Harvard Corporate Governance

FEBRUARY 1, 2023

Posted by Paul Keary, Ursula Burns, and Sparky Zivin, Teneo, on Wednesday, February 1, 2023 Editor's Note: Paul Keary is CEO, Ursula Burns is Chair, and Sparky Zivin is a Senior Managing Director at Teneo. For instance, CEOs and investors have widely divergent views on the economic outlook for the first half of 2023. more…)

Technology 317

Technology 317

Harvard Corporate Governance

SEPTEMBER 22, 2023

on Monday, September 18, 2023 Tags: Board of Directors , ESG , Russell 3000 , Shareholder Guarding Against a Short Attack Posted by Richard J. on Monday, September 18, 2023 Tags: Board of Directors , ESG , Russell 3000 , Shareholder Guarding Against a Short Attack Posted by Richard J. Grossman, Neil P. Stronski and Demetrius A.

184

184

Harvard Corporate Governance

SEPTEMBER 15, 2023

Posted by Hajin Kim (University of Chicago), Joshua Macey (University of Chicago), and Kristen Ann Underhill (Cornell University), on Tuesday, September 12, 2023 Tags: Coca-Cola , Corporate governance , ESG , Regulations 2023 U.S. Regional Brief Posted by John Galloway, Vanguard, Inc.,

Banking 188

Banking Marketability 188

Harvard Corporate Governance

MARCH 22, 2023

Posted by Karessa Cain, Victor Goldfeld, and Charles See, Wachtell, Lipton, Rosen & Katz, on Wednesday, March 22, 2023 Editor's Note: Karessa L. And while private equity continues to face headwinds in 2023, market dislocations often provide compelling opportunities for the most thoughtful and sophisticated investors.

Equity 235

Equity Finance Marketability 235

Harvard Corporate Governance

AUGUST 25, 2023

Posted by the Harvard Law School Forum on Corporate Governance, on Friday, August 25, 2023 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of August 18-24, 2023. Carroll, Stephen T. Cohen, and Devon M.

Corporate Finance 189

Corporate Finance Finance Marketability 189

Harvard Corporate Governance

OCTOBER 6, 2023

Eddy, Wachtell Lipton Rosen & Katz, on Saturday, September 30, 2023 Tags: Board of Directors , Fiduciary duties , Risk management , SEC California’s Proposed Bills Require Reporting on Climate Emissions and Risks Posted by David A. Bell, Ron C.

Equity 189

Equity Marketability Technology 189

Harvard Corporate Governance

APRIL 21, 2023

Posted by the Harvard Law School Forum on Corporate Governance, on Friday, April 21, 2023 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of April 14-20, 2023. Cunningham, Jerry R. Marlatt and Felix R. Liekefett, Derek Zaba, and Eric S.

Debt Financing 222

Debt Financing Banking Equity Finance 222

Harvard Corporate Governance

NOVEMBER 3, 2023

Posner, Cooley LLP, on Thursday, November 2, 2023 Tags: CFO , Pareteum , SEC , Section 17(a) 1: How Did the Activists Vote? Circuit , ESG , intraportfolio , SEC SEC charges executives with fraudulent revenue recognition practices Posted by Cydney S.

Dividends 184

Dividends Equity Marketability 184

Harvard Corporate Governance

FEBRUARY 24, 2023

Posted by Carey Oven, Caroline Schoenecker and Bob Lamm, Deloitte & Touche LLP, on Friday, February 24, 2023 Editor's Note: Carey Oven is National Managing Partner at the Center for Board Effectiveness and Chief Talent Officer, Caroline Schoenecker is an Experience Director, and Robert Lamm is an Independent Senior Advisor.

232

232

Harvard Corporate Governance

MAY 12, 2023

Posted by the Harvard Law School Forum on Corporate Governance, on Friday, May 12, 2023 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of May 5-11, 2023. Statement by Commissioner Peirce on Share Repurchase Disclosure Modernization Posted by Hester M. Peirce, U.S. Bouchard, Kyle T.

Finance 216

Finance 216

Harvard Corporate Governance

FEBRUARY 6, 2024

BREAKDOWN OF SAY ON PAY VOTE RESULTS 50 Russell 3000 companies (2.1%) failed Say on Pay in 2023, 12 of which are in the S&P 500 (2.5%). The 2023 failure rate was 160 basis points lower than the 2022 failure rate. Bebchuk and Jesse M. Four companies failed since our last report on September 28th (bolded on page 3). more…)

154

154

Harvard Corporate Governance

JANUARY 20, 2023

Bonnett, Wachtell, Lipton, Rosen & Katz, on Friday, January 20, 2023 Editor's Note: Adam J. We identify below some of the fundamental themes that may shape company compensation decisions in 2023. Posted by Adam J. Shapiro, Michael J. Schobel, and Erica E. Shapiro , Michael J. Schobel , and Erica E. more…)

Marketability 222

Marketability 222

Harvard Corporate Governance

AUGUST 11, 2023

Posted by the Harvard Law School Forum on Corporate Governance, on Friday, August 11, 2023 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of August 4-10, 2023. CEO Tenure Rates Posted by Joyce Chen, Equilar Inc., CEO Tenure Rates Posted by Joyce Chen, Equilar Inc.,

Marketability 189

Marketability Compliance Equity 189

Harvard Corporate Governance

MARCH 24, 2023

Posted by the Harvard Law School Forum on Corporate Governance, on Friday, March 24, 2023 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of March 17-23, 2023. Warkol, Schulte Roth & Zabel LLP, on Tuesday, March 21, 2023 Tags: Insider trading , Kelly v. Walters, Edward B.

Equity 222

Equity 222

Harvard Corporate Governance

JANUARY 6, 2023

Posted by Pamela Marcogliese, Freshfields Bruckhaus Deringer LLP, on Friday, January 6, 2023 Editor's Note: Pamela Marcogliese is a Partner at Freshfields Bruckhaus Deringer LLP. How to Be Prepared for M&A Strategies in 2023. This post is based on her Freshfields piece. Introduction.

Banking 256

Banking Marketability 256

Harvard Corporate Governance

APRIL 14, 2023

Posted by the Harvard Law School Forum on Corporate Governance, on Friday, April 14, 2023 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of April 7-13, 2023. Paramount Global Settles CBS – Viacom Merger Lawsuit for $122.5

Corporate Finance 222

Corporate Finance Compliance Finance Marketability 222

Harvard Corporate Governance

MARCH 17, 2023

Posted by the Harvard Law School Forum on Corporate Governance, on Friday, March 17, 2023 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of March 10-16, 2023.

Banking 223

Banking 223

Harvard Corporate Governance

OCTOBER 13, 2023

Posted by Chuck Callan, and Mike Donowitz, Broadridge, on Friday, October 13, 2023 Editor's Note: Chuck Callan is a Senior Vice President of Regulatory Affairs and Mike Donowitz is a Vice President Regulatory Affairs at Broadridge Financial Solutions. This post is based on their Broadridge memorandum. As a group, retail investors held 31.5%

Marketability 164

Marketability 164

Harvard Corporate Governance

APRIL 28, 2023

Posted by the Harvard Law School Forum on Corporate Governance, on Friday, April 28, 2023 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of April 21-27, 2023. Katz, Sabastian V. Niles, and Carmen X. and Paul S.

216

216

Harvard Corporate Governance

JUNE 2, 2023

Posted by the Harvard Law School Forum on Corporate Governance, on Friday, June 2, 2023 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of May 26-June 1, 2023 Modernization of Beneficial Ownership Reporting Rule Proposal Posted by Jonathan H. Gaines, David S.

Equity 220

Equity 220