Harvard Corporate Governance

MAY 1, 2024

To what extent is governance-relevant context observed or unobserved? Can observed contextual information be leveraged to improve measures of governance quality? How does context matter for corporate governance? more…)

Technology 222

Technology 222

Business Wire M&A

JANUARY 26, 2023

BUSINESS WIRE)-- #ApplicationDiscovery--Mirantis has acquired Shipa to add automated application discovery, operations, security, and observability to the Lens Kubernetes Platform. CAMPBELL, Calif.--(BUSINESS

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Auto Dealer Valuation Insights

MAY 12, 2022

A recent Appellate Court decision was released from a case (Thomas A. Carlock, Jr. that we were directly involved in back in 2019. The case centered around a shareholder oppression issue involving a minority owner of an “ultra-high-line” auto dealership. Mercer Capital was hired by the Defendant to serve as the expert witness.

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IVSC

FEBRUARY 19, 2024

In conjunction with their meeting agenda, the boards will host live public sessions, open for registration to those interested in attending as observers. Registration is open to all who wish to attend these sessions as observers. To secure your spot, please follow the links provided below.

Intangible Assets 130

Intangible Assets Business Valuation 130

Harvard Corporate Governance

APRIL 14, 2024

On the handful of new mandated disclosures, shareholders will likely be observing and digesting them to figure out what strategic insights they can gain. Activist campaigns for board seats will likely end in settlements. Voting outcomes will remain predictable because guidelines have not changed significantly.

Marketability 204

Marketability 204

Harvard Corporate Governance

JULY 5, 2022

Percentage of directors saying they “always” or “often” observed their board chair demonstrating the specific behavior. The best board chairs are facilitators who get the best out of the collective expertise of the board—yet many chairs fail to play that role successfully. more…).

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Harvard Corporate Governance

APRIL 29, 2024

1] Since the 2021 proxy voting season, when these resolutions earned unusually high support, we have observed a bifurcation among proponents of these resolutions, particularly in the U.S. This is the fourth year that we have published analysis of our voting results on shareholder resolutions on environmental, social, and political topics. [1]

Marketability 173

Marketability 173

Harvard Corporate Governance

APRIL 19, 2023

Whether they will cause companies, dissidents, proxy advisors, and shareholders to change their behavior in proxy contests has been hotly debated by market participants and observers since even before the universal proxy card rule was originally proposed by the Securities and Exchange Commission (SEC) in 2016.

Start-ups 257

Start-ups Marketability 257

Harvard Corporate Governance

FEBRUARY 29, 2024

When observed over the longer term, S&P 500 director TDC has increased +2% on an annualized basis since 2015. Structural director pay trends observed since 2015 include the decrease of meeting fee prevalence: used by 18% of the S&P 500 in 2015 compared to 9% as reported in proxy filings to date.

Equity 140

Equity 140

Harvard Corporate Governance

APRIL 22, 2024

Observations on the Global Activism Environment in Q1 2024 1 U.S. Posted by Jim Rossman, Chris Ludwig, and Quinn Pitcher, Barclays, on Monday, April 22, 2024 Editor's Note: Jim Rossman is Global Head of Shareholder Advisory, Chris Ludwig is Managing Director, and Quinn Pitcher is Vice President- M&A and Shareholder Advisory at Barclays.

Marketability 162

Marketability 162

Harvard Corporate Governance

MAY 10, 2024

LPAs, which are rarely observable to fund outsiders, are often further modified by so-called side letter agreements. Private capital funds, like private equity, are typically governed by complex limited partnership agreements (LPAs).

Equity 124

Equity Finance Marketability 124

Appraisers Blog

MARCH 11, 2024

When you observe the building department approve projects outside of existing zoning allowances, you are observing them padding their budget, aligning themselves for a raise in the future. In reply to Mary Thompson Thompson. They say whatever needs to be said to justify the action.

Appraisal 80

Appraisal 80

Harvard Corporate Governance

AUGUST 31, 2023

SAY ON PAY OBSERVATIONS The current failure rate (2.1%) is 140 basis points lower than the failure rate at this time last year (3.5%) The percentage of Russell 3000 companies receiving greater than 90% support (71%) is lower than the percentage this time last year (72%) The current Russell 3000 average vote result of 89.9%

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Harvard Corporate Governance

JUNE 7, 2022

An early examination of 2022 proxy season voting statistics yields a number of notable observations: We have seen several types of proposals that attracted majority support for the first-time this season, including shareholder proposals addressing racial equity and civil rights audits, sexual harassment concerns and gender pay equity.

Equity 344

Equity 344

John Jenkins

MAY 17, 2024

In some cases, these rights include the ability to appoint an observer to attend board meetings. Major investors in VC-backed financings customarily obtain contractual rights to receive access to financial and certain other information from the company.

Finance 44

Finance 44

Harvard Corporate Governance

MARCH 2, 2023

The collaboration between entrepreneurs and venture capitalists (“VCs”) has been observed to incentivize disruptive research and development in a way that cannot be replicated within established firms, in academia, or elsewhere. Startups play an indispensable role in promoting innovation.

Market Capitalization 228

Market Capitalization Marketability Technology 228

Law 360 M&A

JANUARY 3, 2024

As observers of M&A in the video game sector are well aware, 2023 saw quite the anomaly when, despite pushback from regulators in the U.S., and EU, Microsoft was able to close its $69 billion acquisition of Activision Blizzard.

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Harvard Corporate Governance

MARCH 29, 2024

While addressing these issues is vital to assess insider trading regulations’ effectiveness, one faces a formidable empirical challenge: neither private information nor legal risks are readily observable.

Finance 221

Finance Marketability 221

Harvard Corporate Governance

NOVEMBER 29, 2023

Amid the twists and turns of this debate, we observe that a small but important point is missing: a substantial number of founder-CEOs have been ousted—forced or pressured to step down from the CEO role despite maintaining important indicia of control.

Technology 229

Technology Marketability 229

Harvard Corporate Governance

JULY 27, 2022

Observations on Global Activism Environment H1 2022. In addition, campaigns were more dispersed across the universe of activists, with the top 5 most prolific activists accounting for 19% of all campaigns in H1, which is below the concentration levels observed over the past 5 years. Strine, Jr. Activity Slows vs. Q1 but Remains Robust.

Technology 214

Technology 214

Harvard Corporate Governance

FEBRUARY 14, 2024

The Court’s majority noted that the language of Title VII of the Civil Rights Act, which, broadly speaking, bars discrimination in employment decisions, is almost identical to corresponding language in Title VI.

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229

Harvard Corporate Governance

FEBRUARY 21, 2023

Doing so removes the central argument cited by some observers against, for example, ESG-oriented policies: that they support a cause rather than a business objective and thereby undermine the classic corporate purpose. more…)

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Harvard Corporate Governance

MAY 3, 2023

Most observational social science studies suffer from the challenges of measuring variables and demonstrating causality based on data. And in the case of corporate governance, many important variables are not publicly observable to outside researchers—forcing them to develop proxies to estimate the variable they want to measure.

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Appraisers Blog

APRIL 1, 2024

Snake oil vs. contemporary observation. I’d accept ChatGPT before I’d accept a cost approach assessment any day. In your defense ask to read ANY Reconciliation of Value comment for the typical lender generated appraisal! ChatGPT is a step above 10 year old boiler plate!

Appraisal 68

Appraisal 68

Appraisers Blog

FEBRUARY 8, 2024

I just realized, thanks to your astute observations, I am guilty of all especially pitiful. In reply to Truth. You got me. I’ve been wondering what is wrong all these years and can’t thank you enough.

Appraisal 70

Appraisal 70

Harvard Corporate Governance

OCTOBER 29, 2023

The FDIC board approved issuing the Proposed Standards by a 3-2 vote with Vice Chairman Travis Hill and Director Jonathan McKernan issuing dissents sharply critical of the proposals. [3]

Banking 243

Banking 243

Harvard Corporate Governance

APRIL 19, 2024

I begin with a simple observation: In Delaware, voting rules specify different voting populations, depending on the type of vote at issue. Kilpatrick Chair of Corporate Finance and Securities Law at the University of Georgia School of Law. This post is based on her SSRN working paper.

Corporate Finance 140

Corporate Finance Finance 140

Harvard Corporate Governance

JULY 6, 2022

Say on Pay Observations. Breakdown of Say on Pay Vote Results. 26 Russell 3000 companies (2.7%) failed Say on Pay thus far in 2022, 9 of which are in the S&P 400. 17 companies failed since our last report (bolded in the table later in this post). The failure rate has increased 80 basis points since our last report (1.9%).

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332

Harvard Corporate Governance

FEBRUARY 1, 2024

billion grant date fair value, the plan is the largest potential compensation opportunity ever observed in public markets by multiple orders of magnitude—250 times larger than the contemporaneous median peer compensation plan and over 33 times larger than the plan’s closest comparison, which was Musk’s prior compensation plan. With a $55.8

EBITDA 338

EBITDA Market Capitalization Equity Marketability 338

Harvard Corporate Governance

JUNE 28, 2022

Percentage of directors saying they “always” or “often” observed directors demonstrating the specific behavior. Let’s take a look: Director Communication. Source: Russell Reynolds Associates’ 2022 Global Board Culture and Director Behaviors Survey. more…).

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Harvard Corporate Governance

NOVEMBER 22, 2022

And do we observe any potential deviations from “optimal” board structure? Given public pressure to improve boardroom racial diversity, our paper also addresses the following questions: How quickly companies added new diverse directors?

Start-ups 260

Start-ups Finance Compliance 260

Harvard Corporate Governance

MAY 16, 2023

Observers of the meme stock surge and its implications for corporate governance have focused on the idiosyncratic creation of online communities around individual stocks during the COVID-19 pandemic.

Corporate Finance 263

Corporate Finance Finance Technology Marketability 263

Benzinga

FEBRUARY 21, 2024

21, 2024 (GLOBE NEWSWIRE) -- Apica , the leader in data management and active observability, today announced it has acquired telemetry data company Circonus. With this latest acquisition and new financing, Apica will continue providing a modern approach to observability data management for enterprise organizations.

Finance 40

Finance 40

Appraisers Blog

JANUARY 2, 2024

There is one exception to your observation: “Losing money is not sustainable for any business” FNMA manages to lose money year after year after year…yet stay afloat. Perhaps it’s time for appraisers to apply for membership in the Perpetual Conservatorship Club.

Appraisal 67

Appraisal 67

Harvard Corporate Governance

JANUARY 4, 2023

The motivation for our analysis takes roots in two well-known observations. Summary of the findings: We study whether M&A activity improves the informational efficiency of financial markets – i.e., the ability of asset prices to reflect accurately fundamentals. the expected synergies), but also about their respective industries.

Marketability 232

Marketability Finance 232

Harvard Corporate Governance

APRIL 6, 2022

The Order’s next line, however, states: “Reed purchased Torotel stock in July and August 2019 based on information Business Partner gave him about Torotel’s plans to seek a business combination and after observing Business Partner’s increased activities with Torotel.” emphasis added).

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Harvard Corporate Governance

JULY 1, 2023

These cases serve as reminders for Delaware litigants and practitioners alike that document discovery is not just a formality to observe on the way to the “real” litigation. Rather, the courts take discovery conduct seriously and will not hesitate to grant relief when the interests of justice so require. more…)

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