Harvard Corporate Governance

DECEMBER 11, 2023

Sustainability and Executive Pay Under Spotlight Compensation programs traditionally were designed to encourage higher earnings, business growth, and stock price performance, and only a fraction of companies incorporated environmental or social considerations in their executive pay program. more…)

Equity 157

Equity Marketability 157

Harvard Corporate Governance

DECEMBER 20, 2023

Emissions Registry and Climate Disclosures Ahead for California Companies On October 7, 2023, California Governor Gavin Newsom signed into law two statutes that will require certain companies doing business in California to disclose their GHG emissions (SB 253) and climate-related financial risk (SB 261).

141

141

IVSC

MARCH 28, 2024

Environmental, Social and Governance ( ESG ) are defined within IVS as the criteria that together establish the framework for assessing the impact of the sustainability and ethical practices, financial performance or operations of a company, asset, or liability.

Marketability 130

Marketability Business Valuation 130

Harvard Corporate Governance

OCTOBER 15, 2023

As Blackrock CEO Larry Fink wrote in his 2023 letter to investors , many clients “want access to data to ensure that material sustainability risk factors that could impact long-term asset returns are incorporated into their investment decisions.”

252

252

Harvard Corporate Governance

JANUARY 7, 2024

Introduction AQTION, a subsidiary of SquareWell Partners, published its inaugural study – ‘Stewardship in AQTION’ – which details how the world’s largest 65 asset managers and owners steward their portfolio companies and how they incorporate extra-financial considerations into their investment decision-making processes. more…)

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190

Harvard Corporate Governance

APRIL 12, 2023

Overview While market participant viewpoints on environmental and/or social (E&S) metrics in executive incentive programs have been and continue to be mixed, the prevalence of such metrics in public company executive incentive programs has continued to grow over the past few years. market were energy companies. more…)

Marketability 130

Marketability 130

Harvard Corporate Governance

MAY 22, 2023

(discussed on the Forum here ) by Scott Hirst, Kobi Kastiel, and Tamar Kricheli-Katz ; Does Enlightened Shareholder Value add Value (discussed on the Forum here ) by Lucian Bebchuk, Kobi Kastiel, Roberto Tallarita; and Companies Should Maximize Shareholder Welfare Not Market Value (discussed on the Forum here ) by Oliver Hart and Luigi Zingales.

Marketability 313

Marketability 313

Harvard Corporate Governance

MARCH 20, 2024

23, 2024) (“ Moelis II ”), the Delaware Court of Chancery held that a number of provisions in a Stockholder Agreement between a company and its founder were facially invalid, as they unlawfully constrained the board’s discretion in violation of DGCL § 141(a). Moelis & Co. , 2023-0309-JTL (Del. Moelis & Co. , 2023-0309-JTL.

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111

Harvard Corporate Governance

NOVEMBER 24, 2023

Normal 0 false false false false EN-US X-NONE X-NONE This report documents corporate governance trends and developments at US publicly traded companies—including information on board composition and diversity, the profile and skill sets of directors, and policies on their election, removal, and retirement.

Equity 322

Equity 322

Harvard Corporate Governance

APRIL 14, 2023

As stewards of near-permanent capital to thousands of public companies across the world, State Street Global Advisors focuses on risks and opportunities that may impact long-term value creation for our clients. This post is based on their SSGA memorandum.

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225

Harvard Corporate Governance

MARCH 28, 2024

As we wait for Chancellor McCormick to issue her opinion on the settlement, which we hope will include an order for the parties to amend its terms to incorporate the substance of our objection, we ponder what else might happen. Does director say-on-pay make sense only at TSLA, or could it help shareholders at other companies?

Comps 146

Comps 146

Chris Curtain

SEPTEMBER 1, 2022

How to Value My Company’s Intellectual Property The Importance of Knowing Your IP’s Value As businesses continue to globalize and modernize in the present day, many are incorporating more technology and non-physical assets into their companies.

Appraisal 130

Appraisal Technology 130

Harvard Corporate Governance

MARCH 4, 2024

Company laws in many European countries have traditionally adhered to a legal capital system, and most countries have required founders to contribute a minimum amount of capital to form a private limited company. Bebchuk and Assaf Hamdani.

Banking 129

Banking Finance 129

Benzinga

APRIL 29, 2024

Hipgnosis Songs Fund will be acquired by Lyra Bidco Limited, a newly-formed company indirectly wholly-owned by investment funds advised by affiliates of Blackstone. The acquisition will incorporate over 65,000 songs, including compositions. Blackstone’s formal bid valued Hipgnosis at $1.30 per share offer made last Wednesday.

Equity 64

Equity 64

Harvard Corporate Governance

JUNE 29, 2023

New regulations expected to be adopted in 2023 will result in exponential growth in the amount of environmental, social and governance (ESG), i.e., sustainability, data generated by reporting companies and available to investors. The world’s largest asset manager, Blackrock, Inc., The world’s largest asset manager, Blackrock, Inc.,

Technology 322

Technology 322

Harvard Corporate Governance

JULY 27, 2023

In Europe, there has been added pressure on companies to tighten and enhance their approach to sustainability more broadly, without relying on the blanket term “ESG.” Meanwhile, in the United States, high-profile and divisive backlash has made some companies and leaders fearful to even use the term ESG. What are the benefits?

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246

Harvard Corporate Governance

JUNE 13, 2022

Customers, employees, shareholders, and other stakeholders, are increasingly expecting companies to tackle environmental, social, and governance (ESG) issues. Almost a fifth of companies in the Russell 1000 Index report all three ESG governance data points we measure in 2022—up from around a tenth in 2020. Key Findings.

Equity 312

Equity 312

Harvard Corporate Governance

FEBRUARY 1, 2023

Trados involved claims against the board of a startup company that was sold in a merger transaction. Plaintiffs, who held common stock of the company, alleged that board members affiliated with the company’s VC investors were conflicted in approving the transaction. See In re Trados Incorporated Shareholder Litigation, 73 A.3d

Start-ups 231

Start-ups Finance 231

Harvard Corporate Governance

AUGUST 4, 2022

For over 45 years, Delaware law has permitted directors of Delaware corporations to be exculpated from personal monetary liability to the extent such protections are set forth in the certificate of incorporation, subject to certain exceptions. However, such protective statutory provisions did not reach officers.

199

199

Harvard Corporate Governance

AUGUST 17, 2023

Problematic accounting and poor internal control over financial reporting at companies has put a strain on audit committees After several years of companies going public via IPO or SPAC-mergers, we observed a more than 2.5x more…)

130

130

Harvard Corporate Governance

JULY 20, 2023

Incentives Linked to ESG Metrics Among S&P 500 Companies Overall Prevalence In 2023, 73% of S&P 500 companies linked a portion of incentive compensation to the achievement of ESG metrics, up modestly from 68% in 2022. Instead, most companies use either scorecards and/or individual performance assessments. more…)

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181

Rhythm Systems

JUNE 27, 2023

For companies that commence their fiscal year in July, the annual strategic planning process takes on a unique significance. To achieve sustainable growth, it is crucial to establish an iterative annual planning process that incorporates quarterly planning.

98

98

Harvard Corporate Governance

JUNE 17, 2022

Investors therefore want managers to use active security selection to uncover ESG opportunities and active ownership to engage and influence investee companies. Crucially, as investors expand their ESG knowledge base, they increasingly recognise that companies with good sustainable credentials are more likely to outperform.

Alpha 358

Alpha 358

Law 360 M&A

MARCH 7, 2024

Whether Delaware will continue to be where many companies choose to incorporate and its courts will remain the go-to venue for deciding high-stakes business disputes was a hot topic of conversation as Tulane Law School commenced its annual corporate law institute on Thursday.

52

52

Benzinga

MARCH 30, 2023

NYSE: CNHI ) has agreed to purchase Hemisphere GNSS, a high-performance satellite positioning technology company, from Unistrong, a company incorporated in the People's Republic of China. CNH Industrial N.V. The transaction is preliminarily valued at $175 million, free of cash and debt.

Technology 98

Technology 98

Harvard Corporate Governance

JULY 10, 2023

As the 2023 proxy season winds down for calendar year companies, it is a good time to consider possible bylaw and charter amendments to address recent developments with respect to universal proxy, shareholder activism and officer exculpation. 1] (more…)

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189

Harvard Corporate Governance

FEBRUARY 14, 2023

(discussed on the Forum here ) by Scott Hirst, Kobi Kastiel, and Tamar Kricheli-Katz; Does Enlightened Shareholder Value add Value (discussed on the Forum here ) by Lucian Bebchuk, Kobi Kastiel, and Roberto Tallarita; Companies Should Maximize Shareholder Welfare Not Market Value (discussed on the Forum here ) by Oliver D.

Finance 255

Finance Equity Marketability 255

Benzinga

DECEMBER 29, 2023

UnitedHealth Group Incorporated (NYSE: UNH ) disclosed on Friday that it has entered into an agreement to sell its operations in Brazil to a private investor. Upon closing, the company expects to record a charge of approximately $7 billion, which will be excluded from adjusted earnings, the majority of which.

Equity 64

Equity Marketability 64

Harvard Corporate Governance

MARCH 6, 2023

Wolf is a Director at Innisfree M&A Incorporated. BlackRock, Vanguard and State Street Global Advisors (the “Big Three”) own an increasingly large percentage of the outstanding shares of mid-, large- and mega-cap public companies. [1] of S&P500 Companies. public companies. Crozier, and Gabrielle E. more…)

250

250

Harvard Corporate Governance

JULY 19, 2022

On May 25th, the SEC proposed two rules that seek to provide the market with greater clarity on how funds incorporate ESG factors into their investment activities. While the SEC’s prosed rules are directed at investment companies and mutual funds, other companies are likely to be impacted as well.

Marketability 225

Marketability 225

Harvard Corporate Governance

SEPTEMBER 13, 2022

(together with its subsidiaries, “BlackRock”) respectfully submits the following response to the Securities and Exchange Commission’s (“SEC”) proposed rule “Enhanced Disclosures by Certain Investment Advisers and Investment Companies About Environmental, Social, and Governance Investment Practices ” (“the proposal”). [1]

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187

Harvard Corporate Governance

AUGUST 30, 2023

Going forward, Delaware companies will not be required to seek shareholder approval for any forward stock split, as long as the class of stock being split is the only class issued by the company. Such workarounds should no longer be necessary at Delaware companies thanks to the change in the vote requirement. more…)

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186

Appraisers Blog

JUNE 2, 2023

One of the reform points a decade or so ago was to change billing disclosure language from; ‘Appraisers fee’, to ‘Valuation services fee’ So yeah, now everyone can incorporate routine appraisal service management into the consumers valuation services fee, regardless of specific company type.

Appraisal 75

Appraisal 75

Benzinga

APRIL 11, 2024

On Wednesday, Vertex Pharmaceuticals Incorporated (NASDAQ: VRTX ) agreed to acquire Alpine Immune Sciences Inc (NASDAQ: ALPN ) for $65 per share or approximately $4.9 The company recently added to its portfolio. billion in cash. Povetacicept is on track to enter Phase 3 clinical development in the second half of 2024.

52

52

Benzinga

DECEMBER 4, 2023

NYSE: ACRO ) (the "Company"), a publicly-traded special purpose acquisition company, today announced that it will liquidate and dissolve the Company in accordance with the provisions of the Company's amended and restated certificate of incorporation, as amended (the "Certificate of Incorporation").

45

45

Benzinga

JANUARY 22, 2024

Shares of Comerica Incorporated (NYSE: CMA ) fell in premarket trading on Monday, after the company last week reported its fourth-quarter earnings. The company faces nearer-term earnings challenges, which put into question its ability to “generate positive operating leverage into 2025,” according to Raymond James.

Marketability 52

Marketability 52

Harvard Corporate Governance

JUNE 28, 2022

On May 25, 2022, the Securities and Exchange Commission (the “SEC”) voted 3 to 1 [1] (Commissioner Peirce dissenting) to propose certain amendments [2] to Rule 35d-1 [3] (the “Names Rule”) under the Investment Company Act of 1940 (the “Investment Company Act”).

Marketability 209

Marketability 209