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Golden Parachutes Face Investor Scrutiny

Harvard Corporate Governance

Posted by Subodh Mishra, Institutional Shareholder Services, on Tuesday, November 14, 2023 Editor's Note: Subodh Mishra is Global Head of Communications at Institutional Shareholder Services (ISS) Inc. This type of proposal has been increasingly cropping up on companies’ proxy ballots and a handful have even won majority support.

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Top 5 SEC Enforcement Developments

Harvard Corporate Governance

AT&T, Inc. According to the complaint, AT&T’s conduct came on the heels of missed consensus revenue estimates in two of the previous three quarters. This post is based on their Morrison & Foerster memorandum. On September 8, 2022, Judge Engelmayer of SDNY denied cross-motions for summary judgment in SEC v.

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Freeze-Out of Minority Not “Entirely Fair”—Salem Cellular

Harvard Corporate Governance

Weinstein, Mr. Colosimo, Mr. Lucas, Bret T. 9, 2022), a wholly-owned subsidiary of AT&T, Inc., which was the 98.12% controlling partner of Salem Cellular Telephone Company (the “Partnership”), froze out the minority partners by acquiring the Partnership’s assets and liabilities and then liquidating the Partnership.

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How Have the Top U.S. Asset Managers Voted in 2022?

Harvard Corporate Governance

Posted by Lindsey Stewart, Morningstar, Inc, on Monday, February 27, 2023 Editor's Note: Lindsey Stewart is Director of Investment Stewardship Research at Morningstar, Inc. Some stakeholders think that asset managers aren’t using the influence of their voting power to address environmental and social issues at companies.

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Liability When Stockholder’s Merger Consideration is Paid to Hackers

Harvard Corporate Governance

Posted by Gail Weinstein, Brian T. Mangino, and Maxwell Yim, Fried, Frank, Harris, Shriver & Jacobson LLP, on Saturday, May 14, 2022 Editor's Note: Gail Weinstein is senior counsel and Brian T. Weinstein, Mr. Continental Stock Transfer & Trust Company (Apr. This post is based on a Fried Frank memorandum by Ms.

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Investors Press U.S. Boards To Separate Chair, CEO Roles

Harvard Corporate Governance

Posted by Subodh Mishra, Institutional Shareholder Services, on Thursday, October 12, 2023 Editor's Note: Subodh Mishra is Global Head of Communications at Institutional Shareholder Services (ISS) Inc. Combined Chair and CEO roles are on the decline and they now are present at less than half of the companies across all U.S.

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Reopening of Advance Notice Window Requires Activists to Show “Radical Shift” at Company

Harvard Corporate Governance

Turano, Jaren Janghorbani , Kyle T. As a result, in a holding favorable for the company, the court enforced the deadline for nominations established by the company’s advance notice bylaw and prevented the plaintiffs from nominating a competing slate of directors at the upcoming annual meeting. Hernandez, et al. ,

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