Harvard Corporate Governance

JULY 17, 2023

Lee are Senior Advisors, and Ari Weinberg is a Director at KPMG’s Board Leadership Center. Directors in our most recent survey said that over the past few years their boards have also made improvements in communicating with management, conducting board meetings, and communicating with other directors. Allen and Patrick A.

Equity 235

Equity 235

Harvard Corporate Governance

JANUARY 26, 2024

A REVIEW OF COMPENSATION SURVEYS Historically, public company directors served without pay and with light workloads. Even after 1969, when Delaware law first authorized directors to set their own compensation, pay remained nominal. This post is based on their Mayer Brown memorandum.

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Harvard Corporate Governance

JANUARY 18, 2024

Normal 0 false false false false EN-US X-NONE X-NONE Board Leadership Board Chair Independence At larger companies, the trend toward board chair independence seems to have plateaued. Some 36% of S&P 500 firms have an independent chair, a percentage that hasn’t changed since 2021. more…)

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Harvard Corporate Governance

FEBRUARY 21, 2024

This is a landmark decision under Delaware law that raises important considerations for Boards and independent directors when deciding upon significant compensation awards. Related research from the Program on Corporate Governance includes Executive Compensation in Controlled Companies (discussed on the Forum here ) by Kobi Kastiel.

Equity 220

Equity EBITDA Market Capitalization Marketability 220

Harvard Corporate Governance

FEBRUARY 13, 2023

Executive summary New rules requiring the use of a universal proxy card in contested director elections at U.S. public companies are expected to alter the dynamics under which contested director elections are conducted. more…)

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Harvard Corporate Governance

OCTOBER 25, 2023

Disney’s board of directors fired CEO Bob Chapek on November 20, 2022. Posted by Jordi Canals (IESE Business School), on Wednesday, October 25, 2023 Editor's Note: Jordi Canals is Professor of Strategic Management and the holder of Fundación IESE Chair in Corporate Governance at IESE Business School. This post is based on his book.

Compliance 300

Compliance Technology Equity Marketability 300

Harvard Corporate Governance

DECEMBER 7, 2022

directors in 2015 to 11.8 directors in 2021, and 46 of the Top 100 Companies have split the CEO and board chair positions. Director Independence. Over the last 10 years, the number of companies at which the CEO is the only non-independent director has increased significantly. more…).

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Harvard Corporate Governance

SEPTEMBER 12, 2023

we engaged with portfolio company directors and executives on topics ranging from board and committee leadership refreshment to their onboarding processes for new directors. During the 2023 proxy year in the U.S., During the 2023 proxy year in the U.S., more…)

Equity 152

Equity 152

Harvard Corporate Governance

JANUARY 9, 2024

Corporate legal scholars usually approach this question by focusing on directors’ incentives, such as counting how many directors are independent or whether the roles of the CEO and Chair are separated. Yet, the focus on the ground is shifting to directors’ skill sets and experience.

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IVSC

FEBRUARY 21, 2024

He is also the technical director of the IVSC’s Business Valuation Board. Nicolas was previously the Managing Director at a consultancy specialized in advising, valuing, and transacting in intangible assets. He has three decades of experience in capital markets, corporate finance, and valuations. He has lived in Singapore since 2009.

Business Valuation 246

Business Valuation Corporate Finance Intangible Assets Appraisal 246

Harvard Corporate Governance

DECEMBER 7, 2023

Independent Director Experience Qualifications and Skills While business strategy is the most cited experience for directors, the share of board members whom companies report as having such expertise continues to decline. Weinberg Center for Corporate Governance at the University of Delaware.

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Harvard Corporate Governance

JUNE 25, 2023

Related research from the Program on Corporate Governance includes Independent Directors and Controlling Shareholders (discussed on the Forum here ) by Lucian Bebchuk and Assaf Hamdani. At a January 2016 meeting of Oracle’s board of directors, Oracle management identified Netsuite Corporation as a potential takeover target.

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Harvard Corporate Governance

MAY 21, 2022

PwC 2021 Mutual Fund Directors Governance Survey has gauged the views of Mutual Fund Directors (“Directors”) across a diverse range of complexes from large to small as well as geography on a variety of matters. In 2021, nearly 120 independent directors participated in our survey. About the survey. information.

Marketability 278

Marketability 278

Harvard Corporate Governance

APRIL 18, 2023

Senior executives are advised to maintain a regular dialogue with boards, particularly independent chairs or lead independent directors, as well as audit committee members. Below, we provide a brief overview for companies and their directors and officers. more…)

Banking 219

Banking Compliance Marketability 219

Harvard Corporate Governance

MARCH 3, 2024

Posted by Maureen Bujno, Bob Lamm, and Krista Parsons, Deloitte Touche Tohmatsu Limited, on Sunday, March 3, 2024 Editor's Note: Maureen Bujno is a Managing Director, Bob Lamm is an Independent Senior Advisor, and Krista Parsons is an Audit & Assurance Managing Director and Audit Committee Program Leader at Deloitte Touche Tohmatsu Limited.

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Harvard Corporate Governance

OCTOBER 12, 2023

K E Y T AK E A W AY S Shareholder proposals calling for an independent board chair rose by 113% in the Russell 3000 in the first half of 2023 to the highest level in the past 10 years. Looking at independent chair proposals over the last 10 years, we found that they receive significant investor support but almost never gain a majority.

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Harvard Corporate Governance

MAY 7, 2023

Claims That SPAC Directors, Sponsors Breached Fiduciary Duties Survive Motions to Dismiss in Pair of Opinions In two opinions by Vice Chancellor Will, Delman v. The opinions provide important key takeaways for sponsors, directors and investors in Delaware SPACs. GigAcquisitions3, LLC and Laidlaw v. GigAcquistions2, LLC. ,

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Harvard Corporate Governance

AUGUST 2, 2023

Furthermore, 67 percent disclosed that select board members (most often the lead independent director or compensation committee chair) directly participate in those discussions as appropriate, up from 51 percent in 2020.

Marketability 187

Marketability 187

Harvard Corporate Governance

JUNE 22, 2022

Since Zuckerberg , practitioners, companies and directors have watched to see how the new standard was applied, and if it would alter Delaware’s traditional approach to evaluating demand futility, including deference to directors’ ability to make decisions about litigation brought in the company’s name. more…).

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Harvard Corporate Governance

AUGUST 17, 2023

Posted by Aaron Wendt and Krishna Shah, Glass, Lewis & Co, on Thursday, August 17, 2023 Editor's Note: Aaron Wendt is Director of U.S. Governance Policy and Krishna Shah is Director of North American Executive Compensation Research at Glass, Lewis & Co. This post is based on a Glass Lewis memorandum by Mr. Wendt, Ms.

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Harvard Corporate Governance

APRIL 10, 2024

US proxy season 2023 review Director election support remained largely consistent year over year (YoY), while independent chair shareholder proposals rose substantially. Artificial intelligence is likely to remain a key theme as investors look to focus on its impact on boardrooms and business performance.

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Harvard Corporate Governance

APRIL 14, 2022

Related research from the Program on Corporate Governance includes Independent Directors and Controlling Shareholders by Lucian Bebchuk and Assaf Hamdani (discussed on the Forum here ). In what follows, we describe this case and offer some important takeaways concerning interested directors. Since Corwin v.

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Harvard Corporate Governance

AUGUST 25, 2023

Unveiling the Business Risk: Why Board and Executive Engagement in DE&I Matters Posted by Anna Natapova (Semler Brossy LLC), Cynthia Soledad (Egon Zehnder), and Chuck Gray (Egon Zehnder), on Friday, August 18, 2023 Tags: Board of Directors , corporate engagement , dei , Executive Compensation , Risk management , strategy Pressure on DEI Initiatives (..)

Corporate Finance 189

Corporate Finance Finance Marketability 189

Harvard Corporate Governance

JULY 9, 2022

Consciously or unconsciously, every board independently decides where it is going to focus its attention and efforts. This post is based on a Russell Reynolds memorandum by Mr. O’Kelley, Mr. Fields, Ms. Sanderson, PJ Neal, Jemi Crookes, and Elena Loridas.

Compliance 320

Compliance 320

Harvard Corporate Governance

JUNE 14, 2022

In the wake of the Enron and WorldCom collapses, these stakeholders initially focused on strengthening board independence and oversight. [1] Companies need boards with directors who have a diversity of backgrounds, as well as the skills and experience to oversee the expanding list of priorities. more…).

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Harvard Corporate Governance

MAY 12, 2023

Llewellyn, Fenwick & West LLP, on Thursday, May 11, 2023 Tags: board diversity , Board of Directors , corporate disclosure , Gender Diversity , NASDAQ , racial diversity , SEC enforcement Bell, Dawn Belt and Ron C.

Finance 213

Finance 213

Harvard Corporate Governance

APRIL 19, 2024

on Thursday, April 18, 2024 Tags: CEO compensation , CEO Pay , CEOs , gender , pay ratio , Proxy season , PvP

Compliance 100

Compliance Marketability 100

Law 360 M&A

APRIL 10, 2024

said Wednesday they have settled their proxy dispute by appointing two independent directors to the retailer's board, paving the way for further negotiations regarding a prior $6.6 Macy's and activist investment firm Arkhouse Management Co. billion acquisition proposal submitted by Arkhouse and Brigade Capital Management LP.

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52

Harvard Corporate Governance

MARCH 6, 2023

Wolf is a Director at Innisfree M&A Incorporated. Many have written, spoken and warned about the consequences of Federal Proxy Rule §14a-19 that requires all parties in contested elections to use universal proxy cards (“UPCs”) that list all director nominees presented for election at a shareholder meeting. Posted by Arthur B.

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247

Harvard Corporate Governance

FEBRUARY 5, 2023

Posted by Michael Rossen, Kay Brkic, Deloitte LLP, on Sunday, February 5, 2023 Editor's Note: Michael Rossen is a Managing Director and Kay Brkic is a Senior Manager at Deloitte LLP. However, this approach may not be as simple for listed subsidiaries that will have their own requirements for outside, independent directors.

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Harvard Corporate Governance

JANUARY 11, 2023

One potential argument in favour of engaging female audit partners could then be that they have a core set of principles and values shared with female board directors. Our study goes beyond the homophily argument by distinguishing female directors according to their position on the corporate board. more…).

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Harvard Corporate Governance

JULY 14, 2022

I am pleased to support these amendments because they address issues concerning the timeliness and independence of proxy voting advice, which would help to protect investors and facilitate shareholder democracy. It is critical that investors who are the clients of these proxy advisory firms are able to receive independent and timely advice.

Marketability 188

Marketability 188

Harvard Corporate Governance

MARCH 18, 2024

Posted by Paul Washington, The Conference Board and Broadridge, on Monday, March 18, 2024 Editor's Note: Paul Washington is Executive Director of the ESG Center at the Conference Board and Chair of the Independent Steering Committee of Broadridge. This post is based on his Broadridge memorandum.

Accounting Firms 124

Accounting Firms Firm Value Banking 124

Harvard Corporate Governance

APRIL 14, 2023

We rely on the elected representatives of the companies in which we invest — the board of directors — to oversee these firms’ strategies. We expect effective independent board oversight of the material risks and opportunities to its business and operations.

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220

Harvard Corporate Governance

MARCH 25, 2024

Most boards and management teams are acutely aware of the threat posed by shareholder activists who often use public letters and media attention to exert pressure on directors and executives. The analysts, meanwhile, represent a mix of bulge bracket and independent firms. Bebchuk, Alon Brav, Wei Jiang, and Thomas Keusch.

Market Capitalization 130

Market Capitalization Marketability 130

IVSC

JUNE 14, 2023

Doug McPhee Senior Director - Head of Valuations at Public Investment Fund (PIF) Doug McPhee is Senior Director - Head of Valuations at the Public Investment Fund (PIF). He was a Panel Member at the UK's Financial Reporting Council (FRC) from 2016-2022 and Vice Chair of the CBV Institute Board of Directors from 2017-2020.

Intangible Assets 130

Intangible Assets Corporate Finance Finance Equity 130

Harvard Corporate Governance

AUGUST 16, 2023

In the realm of corporate governance, non-executive directors (NEDs) play a crucial role in providing independent oversight, strategic guidance, and diverse perspectives to organizations. This post is based on their Russell Reynolds memorandum.

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