Harvard Corporate Governance

NOVEMBER 3, 2023

Beginning January 1, 2024, the US Corporate Transparency Act (CTA) will require “reporting companies” to submit a report to the Financial Crimes Enforcement Network (FinCEN) containing personal information about the reporting company’s “beneficial owners.” more…)

Treasury 226

Treasury 226

Harvard Corporate Governance

MARCH 1, 2024

Posted by Neil McCarthy, James Palmiter, and G. Michael Weiksner, DragonGC, on Friday, March 1, 2024 Editor's Note: James Palmiter is CEO and Co-Founder of DragonGC. This post is based on a DragonGC memorandum by Neil McCarthy, Mr. Palmiter, G. Michael Weiksner, Natalie Richardson, and Evan Quille.

Compliance 210

Compliance 210

Harvard Corporate Governance

JANUARY 4, 2024

2] In this edition of FTI Consulting’s Activism Vulnerability Report, we discuss these developments, as well as other notable trends in the world of shareholder activism. 1] Interest rate-sensitive sectors experienced heightened attention from activist investors. more…)

Marketability 169

Marketability 169

Harvard Corporate Governance

MARCH 20, 2024

However, concerns exist that companies may employ nonfinancial ESG reporting as a diversion from subpar financial reporting. Another concern is that overinvesting in ESG activities may lead to underinvestment in financial reporting quality. more…)

Finance 130

Finance 130

Harvard Corporate Governance

MAY 19, 2022

Stewardship Activity Report. Posted by Benjamin Colton and Robert Walker, State Street Global Advisors, on Thursday, May 19, 2022 Editor's Note: Benjamin Colton is Global Head of Asset Stewardship (Voting & Engagement), and Robert Walker is the Global Head of Asset Stewardship (Strategy), at State Street Global Advisors.

Marketability 268

Marketability 268

Harvard Corporate Governance

MARCH 9, 2023

The HSBC monitor, as is true with most monitors, was required to provide regular reporting to the government and the firm, but those reports, like most monitor reports, remained unavailable to the public. However, the question of whether, and to what degree, monitors’ reports should be available to the public is hotly contested.

Compliance 219

Compliance Banking 219

Harvard Corporate Governance

FEBRUARY 4, 2023

As highlighted in our prior ESG engagement reports, Neuberger Berman views direct issuer engagement as a critical tool to mitigate portfolio risks while generating long-term sustainable returns.

Marketability 334

Marketability 334

Harvard Corporate Governance

JULY 20, 2022

This post is based on the first part of a three-part series on financial reporting by Professor Eccles and Professor Soonawalla. It is currently an exciting time in the world of setting standards for sustainability reporting. It is also a complex and confusing one. Zeff being one of the most distinguished scholars in this field.

267

267

Harvard Corporate Governance

APRIL 13, 2024

Each year in our Annual Memo series, White & Case’s Public Company Advisory Group provides practical insights on preparing Annual Reports on Form 10-Ks , Annual Meeting Proxy Statements and, for FPIs, the Annual Report on Form 20-F.

117

117

Harvard Corporate Governance

APRIL 4, 2022

1] A core component of those efforts is the EU Taxonomy (the ‘Taxonomy’) [2] , which is part of a suite of wider regulation of market participants, including the Sustainable Finance Disclosure Regulation (SFDR) [3] and the Corporate Sustainability Reporting Directive (CSRD). [4].

Start-ups 337

Start-ups Finance Marketability 337

Harvard Corporate Governance

JANUARY 30, 2023

SUMMARY The European Union has finalized the Corporate Sustainability Reporting Directive (“CSRD”) that will introduce more detailed sustainability reporting requirements for EU companies, non-EU companies meeting certain thresholds for net turnover in the EU and companies with securities listed on a regulated EU market.

Marketability 270

Marketability 270

Harvard Corporate Governance

OCTOBER 17, 2022

The newly formed International Sustainability Standards Board issued two draft climate and sustainability reporting standards, which closed for public comment at the end of July. The ISSB aims to set a “global baseline,” internationally consistent minimum sustainability reporting standards for companies.

293

293

Harvard Corporate Governance

FEBRUARY 14, 2023

EXECUTIVE SUMMARY AND ACKNOWLEDGEMENT Following the October 2022 release of our report on the 2022 proxy season , our investor voting report offers an expanded analysis of investor voting decisions on key shareholder proposals, as well as management say-on-pay proposals and director elections. Insightia Ltd., more…)

189

189

Harvard Corporate Governance

AUGUST 23, 2023

In January 2023, the European Union adopted the Corporate Sustainability Reporting Directive (CSRD), which requires EU and non-EU companies with activities in the EU to file annual sustainability reports alongside their financial statements. On July 31, 2023, the European Commission adopted the first set of ESRS.

Compliance 189

Compliance 189

Harvard Corporate Governance

NOVEMBER 26, 2023

Overview On October 10, 2023, the SEC adopted rule amendments related to Section 13 beneficial ownership reporting rules (the “Final Rules”). .; and Pre-Disclosure Accumulations by Activist Investors: Evidence and Policy by Lucian Bebchuk, Alon Brav, Robert J. Jackson Jr., and Wei Jiang.

Equity 230

Equity Marketability 230

Harvard Corporate Governance

JUNE 27, 2023

1] On May 1, regulators seized First Republic, which had reported $232.9 This news, coupled with First Republic having a high percentage of uninsured deposits, triggered a run on the bank, causing a liquidity crisis that the bank could not quell. [1] billion in total assets on March 31, making it the largest U.S. 3] [4] The U.S.

Banking 200

Banking Marketability Equity Technology 200

Harvard Corporate Governance

NOVEMBER 8, 2023

In announcing these changes, SEC Chairman Gary Gensler stated that the old reporting requirements did not reflect the current pace of information in the modern capital markets, and the changes to the Schedule 13D and 13G reporting rules would “reduce information asymmetries.”

Compliance 206

Compliance Equity Marketability 206

Harvard Corporate Governance

AUGUST 2, 2022

This post is based on the third part of a three-part series on financial reporting by Professor Eccles and Dr. Soonawalla. In our previous post, The Complex, Contentious, and Changing Nature of Financial Reporting Standards , we show that financial reporting standards, despite what some might think, are hardly set in stone.

Banking 219

Banking 219

Harvard Corporate Governance

MAY 26, 2023

Securities and Exchange Commission (the “SEC”) announced on April 28, 2023, that it has reopened the comment period for its February 2022 Modernization of Beneficial Ownership Reporting rule proposal (the “Proposed Rule”).

Equity 233

Equity 233

Harvard Corporate Governance

OCTOBER 24, 2023

On October 10, 2023, the Securities and Exchange Commission (the “SEC”) announced that it has adopted amendments to the rules governing beneficial ownership reporting on Schedules 13D and 13G.

Equity 213

Equity 213

Harvard Corporate Governance

SEPTEMBER 17, 2023

The EU Corporate Sustainability Reporting Directive (“ CSRD “) entered into force on 5 January 2023 and the associated European Sustainability Reporting Standards (“ ESRS “) were adopted by the European Commission on 31 July 2023. Strine, Jr.

Marketability 235

Marketability 235

Harvard Corporate Governance

OCTOBER 8, 2022

With the calendar just turning to autumn, the proxy and annual reporting season may seem a long. However, in light of the amount of work and planning that goes into the proxy statement, annual report, and annual meeting of shareholders, this is the ideal time to begin preparations. This post is based on their Mayer Brown memorandum.

Compliance 252

Compliance 252

Benzinga

APRIL 24, 2024

An acquisition of HashiCorp would likely entail a premium above its current stock value, reported The Wall Street Journal. Citing sources familiar with the matter, the report suggested that a deal for HashiCorp is likely to materialize soon, although there’s a possibility.

Equity 69

Equity 69

Harvard Corporate Governance

MAY 2, 2023

Introduction and Market Update With proxy season underway, FTI Consulting’s Activism and M&A Solutions team welcomes readers to our quarterly Activism Vulnerability Report, which highlights the findings of our Activism Vulnerability Screener for 4Q22 and discusses other notable themes and trends in the world of shareholder activism.

Banking 200

Banking Marketability Technology Equity 200

Harvard Corporate Governance

SEPTEMBER 27, 2023

FTI Consulting’s Activism and M&A Solutions team touches on this, as well as how a culture change in Japan is igniting a surge of activism, in our September 2023 Activism Vulnerability Report.

Banking 152

Banking 152

Harvard Corporate Governance

NOVEMBER 21, 2022

firms had converged around voluntary standalone ESG reports as a primary means of documenting their ESG activities. ESG reports are among the fastest growing voluntary disclosures in history. We study ESG reports at two units of analysis: the document-year level and document-topic year level (“the topic level,” going forward).

Start-ups 270

Start-ups Finance 270

Harvard Corporate Governance

MARCH 19, 2024

Posted by John Galloway, Vanguard, Inc., on Tuesday, March 19, 2024 Editor's Note: John Galloway is Global Head of Investment Stewardship at Vanguard, Inc. This post is based on a publication by Vanguard Investment Stewardship.

Equity 169

Equity 169

Harvard Corporate Governance

MAY 28, 2023

1] Form PF requires SEC-registered investment advisers to file reports with the SEC regarding private funds managed by such advisers and allows the Financial Stability Oversight Council to assess systemic financial risk to the U.S. On May 3, 2023, the SEC voted to adopt significant amendments to Form PF on a 3-2 vote. [1] financial system.

Equity 220

Equity Compliance 220

ThomsonReuters

APRIL 17, 2024

Jump to: Perceptions of GenAI How are tax professionals using GenAI ? T raining and policies The future of work New Report: 2024 Generative AI in Professional Services Explore all the latest comprehensive insights into how GenAI is shaping professional services. Will AI replace tax professionals?

Technology 98

Technology Data Analysis Compliance 98

Harvard Corporate Governance

OCTOBER 9, 2023

Recent Proxy and Annual Report Developments INSIDER TRADING DISCLOSURES Environmental and Social Matters Additional Annual Report and Proxy Statement Matters In December 2022, the U.S. For quarterly reports on Form 10-Q, this disclosure is to be provided in Part II, Item 5(c). Richman, Jennifer J. Carlson , Lawrence A.

Total Shareholder Return 188

Total Shareholder Return Equity Compliance Marketability 188

Harvard Corporate Governance

MAY 31, 2023

Domestic issuers are required to comply with these amendments beginning with their first periodic report that covers the first full fiscal quarter commencing on or after October 1, 2023.

Equity 188

Equity 188

Harvard Corporate Governance

MAY 19, 2022

We appreciate the opportunity to provide comments on the proposed rules relating to the Modernization of Beneficial Ownership Reporting. He is also the Founding Chairman of the Sustainability Accounting Standards Board (SASB) and one of the founders of the International Integrated Reporting Council (IIRC).

Equity 236

Equity Marketability Technology 236

Harvard Corporate Governance

AUGUST 22, 2022

Posted by John Borneman, Jennifer Teefey, and Matthew Mazzoni, Semler Brossy Consulting Group LLC, on Monday, August 22, 2022 Editor's Note: John Borneman is Managing Director, and Jennifer Teefey and Matthew Mazzoni are Senior Associates at Semler Brossy Consulting Group LLC. This post is based on a Semler Brossy memorandum by Mr. Borneman, Ms.

300

300

Harvard Corporate Governance

AUGUST 23, 2022

Non–EU companies with a significant presence in the EU or with securities listed on an EU-regulated market will become subject to new EU rules on corporate sustainability disclosures (the Corporate Sustainability Reporting Directive, or CSRD). The text of the CSRD has now been agreed by the EU institutions. [1]

Marketability 244

Marketability 244

Harvard Corporate Governance

DECEMBER 11, 2022

On 10 November 2022, the EU Parliament adopted the Corporate Sustainability Reporting Directive (“ CSRD “). The CSRD will create new, detailed sustainability reporting requirements and will significantly expand the number of EU and non-EU companies subject to the EU sustainability reporting framework.

203

203

Harvard Corporate Governance

OCTOBER 6, 2022

With Labor Day marking the unofficial end of summer, FTI Consulting’s Activism and M&A Solutions team welcomes readers to our eleventh edition of the quarterly Activism Vulnerability Report, which reports the results of our Activism Vulnerability Screener following 2Q22, plus other notable trends and themes in the world of shareholder activism.

Marketability 177

Marketability 177

Harvard Corporate Governance

JANUARY 2, 2024

Posted by Joe Ucuzoglu and Jennifer Steinmann, Deloitte Touche Tohmatsu Limited, on Tuesday, January 2, 2024 Editor's Note: Joe Ucuzoglu is Global CEO and Jennifer Steinmann is Global Sustainability & Climate Practice Leader at Deloitte Touche Tohmatsu Limited. This post is based on their Deloitte memorandum.

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152