Harvard Corporate Governance

JANUARY 18, 2023

These guidelines should be read in conjunction with the BlackRock Investment Stewardship Global Principles. These Guidelines are not intended to limit the analysis of individual issues at specific companies or provide a guide to how BIS will engage and/or vote in every instance. This post is based on their BlackRock memorandum.

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Harvard Corporate Governance

NOVEMBER 30, 2022

Guidelines Introduction. Glass Lewis evaluates these guidelines on an ongoing basis and formally updates them on an annual basis. Strine, Jr.; and Stakeholder Capitalism in the Time of Covid (discussed on the Forum here ) by Lucian A. Bebchuk, Kobi Kastiel, and Roberto Tallarita. Summary of Changes for 2023.

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Equity Marketability 230

Harvard Corporate Governance

FEBRUARY 26, 2024

Both proxy advisory firms’ voting guidelines are currently in effect, with ISS’ effective for shareholder meetings on or after February 1, 2024, and Glass Lewis’ effective for shareholder meetings on or after January 1, 2024. The two most influential proxy advisor firms, Institutional Shareholder Services (ISS) and Glass Lewis & Co.

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Chris Curtain

AUGUST 3, 2022

The IRS has specific business valuation guidelines for taxing purposes. The post What You Need to Know about the IRS Business Valuation Guidelines appeared first on Business Appraisal FL | GA. Often, such valuations are conducted at the onset of a financing or tax event within the business lifecycle.

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Business Valuation Appraisal Finance 130

Audit Board

MAY 8, 2023

The National Institute of Standards and Technology (NIST) regularly updates its Digital Identity Guidelines, including password creation and secrets management. Read on to learn more about NIST password guidelines, and why NIST standards are important for your company to follow. Identity best practices. Here’s a synopsis: 1.

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Compliance Technology 105

Law 360 M&A

FEBRUARY 6, 2024

Large language modeling appears to show that public sentiment matches agency intent around the new merger control guidelines from the Federal Trade Commission and U.S. Justice Department, says Andrew Sfekas at Cornerstone Research.

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John Jenkins

DECEMBER 19, 2023

On Monday, the DOJ and FTC announced the release of the final 2023 Merger Guidelines. The draft guidelines were published back in July. As expected, the guidelines formalize a “notable shift toward more aggressive merger control enforcement” as described in this White & Case memo.

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Law 360 M&A

DECEMBER 18, 2023

Department of Justice's Antitrust Division softened their approach on Monday to deals in industries that appear to be concentrating, in one of several changes in newly finalized merger review guidelines meant to enshrine a more aggressive tack against corporate concentration.

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Law 360 M&A

OCTOBER 20, 2022

Department of Justice's request for input on merger enforcement, and share how their findings — including high interest in health care and Big Tech — can help legal practitioners anticipate the new guidelines' content.

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Norman Marks

OCTOBER 17, 2022

I like this review of the guidelines published a couple of years ago by internal auditors in the Nordics.

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Mogin Rubin M&A

NOVEMBER 15, 2022

CFIUS has issued its first set of guidelines regarding the types of investment activity that could trigger penalties under the agency’s expanded authority over foreign investments. The guidelines were issued on Oct. 20 following President Biden’s Sept.

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John Jenkins

SEPTEMBER 27, 2023

Earlier this month, the CLS Blue Sky Blog ran a post from Paul Weiss discussing ways the DOJ and FTC’s proposed merger guidelines will impact private-equity-sponsored acquisitions.

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Equity 49

John Jenkins

JULY 20, 2023

Yesterday, the DOJ & FTC issued for public comment their long-awaited 2023 Draft Merger Guidelines. This excerpt from the Fact Sheet discusses what the agencies refer to as the 13 “core” guidelines reflecting the most common issues in merger review: Guideline 1: […]

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ThomsonReuters

APRIL 7, 2022

The Ninth Circuit has reversed a federal trial court’s ruling that a large insurer breached its fiduciary duty to health plan participants by using overly restrictive guidelines for administering claims. Contributing Editors: EBIA Staff.

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Compliance 97

Law 360 M&A

JANUARY 9, 2024

Justice Department and Federal Trade Commission recently rolled out guidelines they hope will cement far more aggressive merger enforcement, they did so armed with brand new appellate precedent that for the first time backs arguments against vertical mergers that have otherwise struggled to gain purchase in federal courtrooms. When the U.S.

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ThomsonReuters

MARCH 3, 2022

HHS: Update to the Women’s Preventive Services Guidelines, 87 Fed. The HHS Health Resources and Services Administration (HRSA) has issued updated preventive services guidelines for women, which it approved on December 30, 2021. EBIA Comment: HRSA maintains a useful table comparing current and updated guidelines.

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John Jenkins

JANUARY 5, 2024

Historically, the FTC & DOJ’s merger guidelines have had a significant influence on how courts interpret federal antitrust laws.

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Reynolds Holding

OCTOBER 16, 2023

The Federal Deposit Insurance Corporation (FDIC) has proposed enforceable guidelines on corporate governance and risk management that would apply to all state non-member banks with assets greater than $10 billion (the Proposed FDIC Guidelines). The proposal was issued over two dissents. The proposal was issued over two dissents.

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Banking Finance 45

Reynolds Holding

OCTOBER 29, 2023

1] The Proposed Guidelines would be issued as Appendix C to the FDIC’s standards for safety and soundness regulations in part 364 and would be enforceable under Section 39 of the Federal Deposit Insurance Act (the “FDI Act”). Comments on the Proposed Guidelines are due by December 10, 2023. assets of $100 billion or more.

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Banking Compliance Technology Marketability 40

John Jenkins

AUGUST 23, 2023

The DOJ & FTC’s draft merger guidelines have resulted in an avalanche of law firm memos – which we’re posting in our “Antitrust” Practice Area.

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Harvard Corporate Governance

JANUARY 11, 2023

Posted by Shaun Bisman and Jared Sorhaindo, Compensation Advisory Partners, on Wednesday, January 11, 2023 Editor's Note: Shaun Bisman is a Partner and Jared Sorhaindo is an Associate at Compensation Advisory Partners. This post is based on their CAP memorandum.

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John Jenkins

JULY 25, 2023

Last week, John shared an excerpt from the Fact Sheet highlighting the key provisions of the DOJ & FTC’s proposed 2023 Draft Merger Guidelines. This S&C memo provides some color commentary on the ideology underlying these guidelines and their impact on antitrust law.

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John Jenkins

JANUARY 25, 2023

Just about a year ago, the FTC & DOJ announced that they were considering ways to modernize the federal merger guidelines “to better detect and prevent illegal, anticompetitive deals in today’s modern markets.

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Marketability 40

Appraisal Rights

APRIL 19, 2022

The 2022 US voting guidelines recommend voting in favor of appraisal rights when such rights are on the ballot. This is in line with the 2021 guidelines (which we covered ).

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Appraisal 52

Appraisal Rights

JANUARY 19, 2021

The 2021 US voting guidelines, in line with the 2020 guidelines, recommend voting in favor of appraisal rights. ISS also issues guidelines for investors focused on specific issues. Prior ISS ‘specialty’ guidelines include their Catholic Advisory Services Recommendation – which, again, was in favor of appraisal rights.

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Appraisal 52

ThomsonReuters

SEPTEMBER 1, 2022

Group health plans subject to the Affordable Care Act’s preventive services health coverage mandate must provide coverage for the services listed in the HRSA guidelines without cost-sharing (see our Checkpoint Question of the Week ). Nevertheless, HRSA faces broader challenges. 1 (“Preventive Health Services”).

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Law 360 M&A

OCTOBER 20, 2022

The Committee on Foreign Investment in the United States released enforcement and penalty guidelines for dealmakers who flout national security review protocol on Thursday, marking another first for CFIUS as it continues settling into its expanded authority.

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Law 360 M&A

OCTOBER 26, 2022

The Committee on Foreign Investment in the United States' recent release of its first enforcement and penalty guidelines underscores CFIUS' dual mandate of identifying and mitigating certain national security risks, while also ensuring that the U.S. remains hospitable to foreign investment, say attorneys at Simpson Thacher.

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Appraisal Rights

DECEMBER 9, 2019

Domini’s proxy voting guidelines for 2019 set out that while Domini analyzes mergers on a “case-by-case” basis, it will vote for appraisal rights proposals. As we’ve blogged about before, and will be covering this month, investors’ proxy guidelines often favor appraisal rights, helping confirm the value of these rights to shareholders.

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Appraisal 52

Law 360 M&A

JUNE 6, 2022

Amid divided public feedback on their merger guideline revisions, the Federal Trade Commission and U.S. Department of Justice will need to consider whether the guidelines remain a description of current practice, or if they turn into a statement of theories they want to attempt, say Ana McDowall and Andrew Sfekas at Cornerstone Research.

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Law 360 M&A

OCTOBER 31, 2022

Recent guidelines for the Committee on Foreign Investment in the United States presage an increase in enforcement activity — and resulting penalties — and should prompt companies to consider the benefits of self-disclosure, particularly given the many other ways CFIUS is likely to learn of large violations, say attorneys at BakerHostetler.

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Appraisal Rights

DECEMBER 11, 2019

Investment manager Russell Investments’ proxy guidelines lay out that the manager will “vote for proposals to restore, or provide shareholders with, rights of appraisal[.]”

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Appraisal 52

John Jenkins

OCTOBER 24, 2022

issued its first ever CFIUS Enforcement & Penalty Guidelines. Last week, the Treasury Dept.

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Treasury 40

ThomsonReuters

NOVEMBER 25, 2020

Following last year’s ruling that an insurer breached its fiduciary duty to health plan participants by using overly restrictive claim guidelines in its administration of mental health and substance use disorder benefits (see our Checkpoint article ), a federal court has granted extensive relief to a class of plan participants.

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Compliance 52

ThomsonReuters

NOVEMBER 25, 2020

Following last year’s ruling that an insurer breached its fiduciary duty to health plan participants by using overly restrictive claim guidelines in its administration of mental health and substance use disorder benefits (see our Checkpoint article ), a federal court has granted extensive relief to a class of plan participants.

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Compliance 52

Harvard Corporate Governance

MAY 25, 2023

How We Engage Our Asset Stewardship team has developed our Global Issuer and Stakeholder Engagement Guidelines to increase the transparency of our engagement philosophy, approach, and processes. This post is based on their SSGA memorandum.

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Marketability 169

Appraisers Blog

APRIL 18, 2024

For 20 plus years I never paid any attention to this guideline. I am a rural appraiser so that 1 mile guideline as we say “that dog won’t hunt” 1 In reply to mark robert freitag. I do just what you have stated.

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Appraisal 78