Business Valuation Zone

Comparing the SEC Climate Rules to California, EU and ISSB Disclosure Frameworks

Harvard Corporate Governance

APRIL 15, 2024

Posted by Emma Bichet, Michael Mencher, Beth Sasfai, Cooley LLP, on Monday, April 15, 2024 Editor's Note: Emma Bichet and Michael Mencher are Special Counsels and Beth Sasfai is a Partner at Cooley LLP. This post is based on a Cooley memorandum by Ms. Bichet, Mr. Mencher, Ms. Sasfai, Jack Eastwood , and Charlotte Yin.

Compliance

Executive Compensation Considerations for the 2024 Annual Meeting and Reporting Season

Harvard Corporate Governance

FEBRUARY 15, 2024

Posted by Joseph Yaffe, Page Griffin, and Shalom Huber, Skadden, Arps, Slate, Meagher & Flom LLP, on Thursday, February 15, 2024 Editor's Note: Joseph Yaffe , Page Griffin , and Shalom Huber are Partners at Skadden, Arps, Slate, Meagher & Flom LLP. Huber, Regina Olshan , Erica Schohn , and Joseph Penko. more…)

Equity

Cybersecurity, audit, and the board: How does board oversight impact cybersecurity performance?

Harvard Corporate Governance

APRIL 16, 2024

Posted by Edna Twumwaa Frimpong and Dottie Schindlinger, Diligent Institute, and Derek Vadala, Bitsight, on Tuesday, April 16, 2024 Editor's Note: Edna Twumwaa Frimpong is Director of International Research and Dottie Schindlinger is Executive Director at Diligent Institute; and Derek Vadala is Chief Risk Officer at Bitsight. Frimpong, Ms.

Recent Decisions Enforce LLC Member’s Right of First Refusal, Restrict Partnership Accounting, Invalidate Shareholder’s Post-Mortem Buyout

Farrel Fritz

MAY 29, 2023

Until then, I’ll have to satisfy myself with writing about an LLC, partnership, and close corporation that walk into a blog, offering the following, short treatments of three recent decisions of interest by New York courts: The first, involving an LLC, features a dispute arising from a somewhat unusual right of first refusal provision in an LLC operating (..)

Liquidation Value

Liquidation Value Marketability Technology

“ES” Versus “G” in Corporate Governance: You Can’t Have It All

Harvard Corporate Governance

APRIL 23, 2024

Posted by Patrick Corrigan (University of Notre Dame), on Tuesday, April 23, 2024 Editor's Note: Patrick Corrigan is an Associate Professor of Law at the University of Notre Dame Law School. This post is based on his working paper.

CEO Succession and The Walt Disney Company

Harvard Corporate Governance

DECEMBER 22, 2023

Posted by David F. This post is based on their recent paper. We recently published a paper on SSRN (“CEO Succession and The Walt Disney Company”) that examines long-running succession issues at The Walt Disney Company. Larcker and Brian Tayan (Stanford University), on Friday, December 22, 2023 Editor's Note: David F.

Proxy Preview 2024

Harvard Corporate Governance

APRIL 14, 2024

Posted by Matt DiGuiseppe, Maria Castañón Moats, and Paul DeNicola, PricewaterhouseCoopers LLP, on Sunday, April 14, 2024 Editor's Note: Matt DiGuiseppe is Managing Director, Maria Castañón Moats is Leader, and Paul DeNicola is Principal at the Governance Insights Center, PricewaterhouseCoopers LLP. This post is based on their PwC memorandum.

Marketability

Governance Matters: The Proof Is in the Proxy

Harvard Corporate Governance

APRIL 22, 2024

Posted by Bob Herr and Ryan Oden, AllianceBernstein, on Monday, April 22, 2024 Editor's Note: Bob Herr is Senior Vice President and Director of Corporate Governance on the Responsibility team and Ryan Oden is a Research Analyst for US Growth Equities at AllianceBernstein. This post is based on their AllianceBernstein memorandum.

Equity

Profiting from Pollution

Harvard Corporate Governance

DECEMBER 14, 2023

Posted by Nathan Atkinson (University of Wisconsin), on Thursday, December 14, 2023 Editor's Note: Nathan Atkinson is Assistant Professor at the University of Wisconsin Law School. This post is based on his recent article that was published in the Yale Journal on Regulation.

Compliance

A Proven Success: The SEC Whistleblower Regime Provides a Roadmap for DOJ’s New Program

Harvard Corporate Governance

APRIL 25, 2024

Posted by Allison Herren Lee, Kohn, Kohn & Colapinto LLP, on Thursday, April 25, 2024 Editor's Note: Allison Herren Lee is a former SEC Commissioner and Of Counsel at Kohn, Kohn & Colapinto LLP. This post is based on her Kohn, Kohn, & Colapinto piece.

Racism and Systemic Risk

Harvard Corporate Governance

MAY 11, 2023

Posted by Cary Martin Shelby (Washington and Lee University), on Thursday, May 11, 2023 Editor's Note: Cary Martin Shelby is a Professor of Law at Washington and Lee University School of Law. This post is based on her recent paper , forthcoming in the Northwestern University Law Review.

Banking

The Shortseller Enrichment Commission?: Whistleblowers, Activist Short Sellers, and the New Privatization of Public Enforcement

Harvard Corporate Governance

APRIL 15, 2024

Posted by Alexander I. This post is based on his recent paper , forthcoming in the Washington Law Review. Drawing on data obtained under the Freedom of Information Act, I find that activist shorts and other outsiders account for about 40% of awards issued by the WBP in the most recent years. more…)

Finance

Learning by Investing: Entrepreneurial Spillovers from Venture Capital

Harvard Corporate Governance

JANUARY 17, 2024

Posted by Josh Lerner (Harvard Business School), Jinlin Li (Harvard Kennedy School), and Tong Liu (MIT Sloan School of Management), on Wednesday, January 17, 2024 Editor's Note: Josh Lerner is the Jacob H. This post is based on their recent paper.

Finance

Finance Banking

ESG Ratings: A Compass without Direction

Harvard Corporate Governance

AUGUST 24, 2022

Posted by Brian Tayan (Stanford University), on Wednesday, August 24, 2022 Editor's Note: Brian Tayan is a researcher with the Corporate Governance Research Initiative at Stanford Graduate School of Business. Recently, ESG ratings providers have come under scrutiny over concerns of the reliability of their assessments.

Marketability

Who are the new directors?

Harvard Corporate Governance

SEPTEMBER 22, 2023

Posted by Subodh Mishra, Institutional Shareholder Services, Inc., This post is based on an ISS Corporate Solutions memorandum by Sandra Herrera Lopez, Ph.D., on Friday, September 22, 2023 Editor's Note: Subodh Mishra is Global Head of Communications at Institutional Shareholder Services (ISS) Inc.

Caremark Claim Based on Business Risks Dismissed

Harvard Corporate Governance

FEBRUARY 5, 2024

Posted by Richard Horvath, Stephen Leitzell, and Taylor Jaszewski, Dechert LLP, on Monday, February 5, 2024 Editor's Note: Richard Horvath and Stephen Leitzell are Partners, and Taylor Jaszewski is an Associate at Dechert LLP. The Court’s recent decision in Segway, Inc. discussed on the Forum here ) by Holger Spamann.

Compliance

2024 Proxy Season Trends: Zenith or Nadir?

Harvard Corporate Governance

FEBRUARY 28, 2024

Posted by Arthur B. This post was prepared for the Forum by Mr. Crozier, Ms. The 2023 proxy season represented a notable departure from recent trends in prior proxy seasons, particularly with respect to proxy fights and voting on environmental and social (E&S) proposals. Crozier, Gabrielle E. Wolf, and Jonathan L.

Cybersecurity Disclosure Report

Harvard Corporate Governance

MARCH 1, 2024

Posted by Neil McCarthy, James Palmiter, and G. This post is based on a DragonGC memorandum by Neil McCarthy, Mr. Palmiter, G. DragonGC’s dragonFind identified the early filers listed below and has linked to the specific cybersecurity disclosures included in their recently filed 10-Ks: (more…)

Compliance

The Carrot and the Stick: Bank Bailouts and the Disciplining Role of Board Appointments

Harvard Corporate Governance

DECEMBER 21, 2023

Posted by Vincenzo Pezone (Tilburg University), on Thursday, December 21, 2023 Editor's Note: Vincenzo Pezone is an Associate Professor of Finance at Tilburg University. This post is based on a recent paper by Professor Pezone, Christian Mücke , Loriana Pelizzon , and Anjan V.

Banking

Banking Dividends Finance Equity

Corporate Culture In A New Era: Views From The C-suite

Harvard Corporate Governance

MARCH 13, 2024

Posted by Jillian Grennan (UC Berkeley), on Wednesday, March 13, 2024 Editor's Note: Jillian Grennan is an Associate Adjunct Professor of Finance and Sustainability at the University of California, Berkeley Haas School of Business.

Intangible Assets

Intangible Assets Corporate Finance Finance Firm Value

SEC’s SolarWinds complaint Demonstrates Regulator’s Aggressive Enforcement on Cybersecurity

Harvard Corporate Governance

DECEMBER 6, 2023

Posted by Brock Dahl, Timothy Howard, and Pamela Marcogliese, Freshfields Bruckhaus Deringer LLP, on Wednesday, December 6, 2023 Editor's Note: Brock Dahl , Timothy Howard , and Pamela Marcogliese are Partners at Freshfields Bruckhaus Deringer LLP. This post is based on a Freshfields memorandum by Mr. Dahl, Mr. Howard, Ms.

Compliance

The Case Against the SEC’s Final Climate Rules Begins in Earnest (and What It Means)

Harvard Corporate Governance

APRIL 20, 2024

Posted by Paul Davies, Sarah Fortt, and Betty Huber, Latham & Watkins LLP, on Saturday, April 20, 2024 Editor's Note: Paul Davies , Sarah Fortt , and Betty Huber are Partners at Latham & Watkins LLP. This post is based on their Latham memorandum. For more on that court’s decision, see our blog post.)

Transnational Corporate Law Litigation

Harvard Corporate Governance

MARCH 28, 2024

Posted by William J. This post is based on his recent article forthcoming in the Duke Law Journal. Moon (University of Maryland), on Thursday, March 28, 2024 Editor's Note: William J. Moon is Professor of Law at the University of Maryland School of Law.

Compliance

A Blueprint for University Governance

Harvard Corporate Governance

JANUARY 3, 2024

Posted by Steven Davidoff Solomon (UC Berkeley) and David Berger, Wilson Sonsini Goodrich & Rosati, on Wednesday, January 3, 2024 Editor's Note: Steven Davidoff Solomon is Alexander F. This post is based on their recent paper. This post is based on their recent paper.

Order Issuing Stay In the Matter of the Enhancement and Standardization of Climate-Related Disclosures for Investors

Harvard Corporate Governance

APRIL 6, 2024

Posted by Vanessa Countryman, U.S. This post is based on a recent SEC order. Securities and Exchange Commission, on Saturday, April 6, 2024 Editor's Note: Vanessa Countryman is Secretary of the U.S. Securities and Exchange Commission. 2] (more…)

Rebellion extinction: Does Exxon mark the end of shareholder engagement?

Harvard Corporate Governance

FEBRUARY 27, 2024

Posted by Georgia Stewart, Tumelo, on Tuesday, February 27, 2024 Editor's Note: Georgia Stewart is CEO of Tumelo. This post was prepared for the Forum by Ms.

SEC Press Release provides Compliance Checklist for Corporations

Harvard Corporate Governance

DECEMBER 30, 2022

Posted by Anita B. This post is based on a Skadden memorandum by Ms. Recent enforcement actions involving ESG issues, 10b5-1 plans and cybersecurity align with the SEC’s rulemaking initiatives on those topics. Securities & Exchange Commission (SEC) recently reported a robust enforcement year with record-breaking results.

Compliance

Proposed Amendments to the DGCL Address Recent Caselaw on Stockholder and Merger Agreements

Harvard Corporate Governance

APRIL 4, 2024

Posted by Eric Klinger-Wilensky, Melissa DiVincenzo and Patricia Vella, Morris, Nichols, Arsht & Tunnell LLP, on Thursday, April 4, 2024 Editor's Note: Eric Klinger-Wilensky , Melissa DiVincenzo and Patricia Vella are Partners at Morris, Nichols, Arsht & Tunnell LLP. 1] (more…)

The Neoclassical View of Corporate Fiduciary Duty Law

Harvard Corporate Governance

APRIL 8, 2024

Posted by Zachary J. This post is based on his article forthcoming in the University of Chicago Law Review. In a recent article , I develop an answer to that question that is different from saying that duties are owed merely to shareholders or to stakeholders. But what if both camps are wrong?

Equity

Materiality in Recent SEC Comments on Climate Disclosure

Harvard Corporate Governance

APRIL 4, 2022

Posted by Cydney Posner, Cooley LLP, on Monday, April 4, 2022 Editor's Note: Cydney S. This post is based on her Cooley memorandum. See this PubCo post.) See this PubCo post.) Posner is special counsel at Cooley LLP. The recipients operated in a variety of industries. more…).

Marketability

Corporate Governance Regulation: A Primer

Harvard Corporate Governance

FEBRUARY 15, 2024

Posted by Brian R. This post is based on his recent paper forthcoming in Martínez-Echevarría y García de Dueñas, A. A recent working paper of mine that will be published in a forthcoming conference volume is a departure from the norm. Berwin Professor of Corporate Law at the University of Cambridge. González Sánchez, S.,Bethencourt

State of Cyber Awareness in the Boardroom

Harvard Corporate Governance

OCTOBER 10, 2023

Posted by Sarah Kuranda Vallone, VP Marketing (NightDragon) and Edna Twumwaa Frimpong, Director of International Research (Diligent Institute), on Tuesday, October 10, 2023 Editor's Note: Sarah Kuranda Vallone is a VP Marketing at NightDragon, and Edna Twumwaa Frimpong is a Director of International Research at Diligent Institute.

Technology

Technology Marketability

Show and Tell: An Analysis of Corporate Climate Messaging and Its Financial Impacts

Harvard Corporate Governance

JUNE 20, 2023

Posted by Zachery M. This post is based on a recent paper by Mr. Halem, Joseph E. In our recent research, we show how such transition risk exposure is already priced into equities and bonds issued by publicly-traded corporations ( Bolton and Kacperczyk, 2021 ; Lazard Climate Center, 2021 ; Bolton et al.,

Finance

Finance Equity Marketability

The Limits of SPAC Sponsor Earnouts

Harvard Corporate Governance

APRIL 7, 2022

Posted by Michael Klausner (Stanford University) and Michael Ohlrogge (NYU), on Thursday, April 7, 2022 Editor's Note: Michael Klausner is the Nancy and Charles Munger Professor of Business and Professor of Law at Stanford Law School; Michael Ohlrogge is Assistant Professor at NYU School of Law. This post is based on their recent paper.

Marketability

Shareholders Pose Growing Risks to Companies’ DEI Initiatives

Harvard Corporate Governance

NOVEMBER 16, 2023

Posted by Ishan Bhabha, Anne Cortina Perry, and Annie Kastanek, Jenner & Block LLP, on Thursday, November 16, 2023 Editor's Note: Ishan Bhabha , Anne Cortina Perry , and Annie Kastanek are Partners at Jenner & Block LLP. This post is based on a Jenner & Block memorandum by Mr. Bhabha, Ms. more…)

Equity

Annual Incentive Plans – Payouts and Performance Alignment

Harvard Corporate Governance

APRIL 17, 2024

Posted by Melissa Burek and Michael Bonner, Compensation Advisory Partners, on Wednesday, April 17, 2024 Editor's Note: Melissa Burek is a Founding Partner and Michael Bonner is a Principal at Compensation Advisory Partners. This post is based on their CAP memorandum. public companies, with a median revenue of $43B.

Marketability

Ignorance is Strength: Climate Change, Corporate Governance, Politics, and the English Language

Harvard Corporate Governance

FEBRUARY 13, 2024

Posted by Leo E. This post is based on his recent article forthcoming in the Journal of Law and Political Economy. Strine, Jr. University of Pennsylvania), on Tuesday, February 13, 2024 Editor's Note: Leo E. Strine, Jr. is the Michael L. discussed on the Forum here ) by Lucian A.

Director-Shareholder Engagement: Getting It Right

Harvard Corporate Governance

JUNE 5, 2023

Posted by Maria Castañón Moats, Paul DeNicola, and Matt DiGuiseppe, PricewaterhouseCoopers LLP, on Monday, June 5, 2023 Editor's Note: Maria Castañón Moats is Leader, Paul DeNicola is Principal, and Matt DiGuiseppe is Managing Director at the Governance Insights Center at PricewaterhouseCoopers LLP.

Dividends

Dirty Air and Green Investments: The Impact of Pollution Information on Portfolio Allocations

Harvard Corporate Governance

NOVEMBER 17, 2023

Posted by Raymond Fisman (Boston University), on Friday, November 17, 2023 Editor's Note: Raymond Fisman is a Slater Family Professor in Behavioral Economics at Boston University. This post is based on a recent paper by Professor Fisman, Professor Pulak Ghosh , Professor Arkodipta Sarkar , and Professor Jian Zhang.

Marketability

Preparing for the 2023 Proxy Season

Harvard Corporate Governance

JANUARY 27, 2023

Posted by David M. This post is based on a Morrison & Foerster memorandum by Mr. Lynn, Mr. Lesmes, Mr. Hensley, and Leemor Banai. Public companies need to consider recent developments when preparing for the 2023 proxy and annual reporting season. more…)

Total Shareholder Return

Regulatory Spotlight on Private Funds

Harvard Corporate Governance

NOVEMBER 19, 2023

Posted by Meaghan Kelly, David Blass and Michael Osnato, Simpson Thacher & Bartlett LLP, on Sunday, November 19, 2023 Editor's Note: Meaghan Kelly , David Blass , and Michael Osnato are Partners at Simpson Thacher & Bartlett LLP. This post is based on a Simpson Thacher memorandum by Ms.

Marketability

Strategic Compliance

Harvard Corporate Governance

JANUARY 16, 2024

Posted by Geeyoung Min (Michigan State University), on Tuesday, January 16, 2024 Editor's Note: Geeyoung Min is an Assistant Professor of Law at Michigan State University. This post is based on her recent article published in the UC Davis Law Review.

Compliance

The Economics of Corporate Governance

Harvard Corporate Governance

AUGUST 30, 2022

Posted by Mathieu Pellerin (Dimensional Fund Advisors), on Tuesday, August 30, 2022 Editor's Note: Mathieu Pellerin is Senior Researcher at Dimensional Fund Advisors. This post is based on his recent paper. We focus on the governance of for-profit, publicly traded corporations and address two important questions. Berger, 2017).

SEC Risk Factors Disclosure Analysis

Harvard Corporate Governance

DECEMBER 3, 2023

Posted by Dean Kingsley, Matt Solomon, Deloitte & Touche LLP, and Kristen Jaconi (USC Marshall), on Sunday, December 3, 2023 Editor's Note: Dean Kingsley is a Principal and Matt Solomon is a Senior Manager at Deloitte & Touche LLP. This post is based on their recent Deloitte report.

Enterprise Value

Enterprise Value Market Risk Technology Compliance

Comparing the SEC Climate Rules to California, EU and ISSB Disclosure Frameworks

Executive Compensation Considerations for the 2024 Annual Meeting and Reporting Season

Trending Sources

Cybersecurity, audit, and the board: How does board oversight impact cybersecurity performance?

Recent Decisions Enforce LLC Member’s Right of First Refusal, Restrict Partnership Accounting, Invalidate Shareholder’s Post-Mortem Buyout

“ES” Versus “G” in Corporate Governance: You Can’t Have It All

CEO Succession and The Walt Disney Company

Proxy Preview 2024

Governance Matters: The Proof Is in the Proxy

Profiting from Pollution

A Proven Success: The SEC Whistleblower Regime Provides a Roadmap for DOJ’s New Program

Racism and Systemic Risk

The Shortseller Enrichment Commission?: Whistleblowers, Activist Short Sellers, and the New Privatization of Public Enforcement

Learning by Investing: Entrepreneurial Spillovers from Venture Capital

ESG Ratings: A Compass without Direction

Who are the new directors?

Caremark Claim Based on Business Risks Dismissed

2024 Proxy Season Trends: Zenith or Nadir?

Cybersecurity Disclosure Report

The Carrot and the Stick: Bank Bailouts and the Disciplining Role of Board Appointments

Corporate Culture In A New Era: Views From The C-suite

SEC’s SolarWinds complaint Demonstrates Regulator’s Aggressive Enforcement on Cybersecurity

The Case Against the SEC’s Final Climate Rules Begins in Earnest (and What It Means)

Transnational Corporate Law Litigation

A Blueprint for University Governance

Order Issuing Stay In the Matter of the Enhancement and Standardization of Climate-Related Disclosures for Investors

Rebellion extinction: Does Exxon mark the end of shareholder engagement?

SEC Press Release provides Compliance Checklist for Corporations

Proposed Amendments to the DGCL Address Recent Caselaw on Stockholder and Merger Agreements

The Neoclassical View of Corporate Fiduciary Duty Law

Materiality in Recent SEC Comments on Climate Disclosure

Corporate Governance Regulation: A Primer

State of Cyber Awareness in the Boardroom

Show and Tell: An Analysis of Corporate Climate Messaging and Its Financial Impacts

The Limits of SPAC Sponsor Earnouts

Shareholders Pose Growing Risks to Companies’ DEI Initiatives

Annual Incentive Plans – Payouts and Performance Alignment

Ignorance is Strength: Climate Change, Corporate Governance, Politics, and the English Language

Director-Shareholder Engagement: Getting It Right

Dirty Air and Green Investments: The Impact of Pollution Information on Portfolio Allocations

Preparing for the 2023 Proxy Season

Regulatory Spotlight on Private Funds

Strategic Compliance

The Economics of Corporate Governance

SEC Risk Factors Disclosure Analysis

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