Harvard Corporate Governance

MARCH 23, 2023

What terms matter in merger agreements? M&A lawyers share a strong sense that merger agreement terms matter for deal outcomes and for the parties’ payoffs. Scholars have made little progress mapping specific deal terms to expected payoffs, however. This post is based on their recent paper. more…)

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212

Harvard Corporate Governance

MAY 12, 2022

Related research from the Program on Corporate Governance includes Paying for Long-Term Performance by Lucian Bebchuk and Jesse Fried (discussed on the Forum here ). CAP analyzed payouts under long-term incentive plan performance cycles that ended in 2015 through 2020. Key Takeaways. more…).

Marketability 265

Marketability 265

Harvard Corporate Governance

SEPTEMBER 3, 2023

remain critical to long-term company performance. We expect the dialogue within companies and among stakeholders regarding these metrics to shift toward how these measures are being used, including the following: Have we appropriately focused on the material and strategically important measures for our success? Mazzoni, Ms.

Marketability 282

Marketability 282

Harvard Corporate Governance

APRIL 9, 2023

But company leaders, regulators, investment analysts, portfolio managers, activists and retail investors may use the ESG acronym to talk about everything from investment strategies and investment vehicles to corporate social responsibility (CSR) and shareholder proposals. This has been an area of concern in some boardrooms. more…)

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356

Harvard Corporate Governance

AUGUST 1, 2023

Related research from the Program on Corporate Governance includes The Long-Term Effects of Hedge Fund Activism by Lucian A. We measured total shareholder return (TSR) versus the S&P 500 over one week and one year as proxies for short term and long-term excess return generation. Deignan, Mr. Thomas, Ms. Strine, Jr.

Marketability 242

Marketability Total Shareholder Return Alpha Market Capitalization 242

Appraisers Blog

APRIL 11, 2024

How.can you be held liable for anything when you are using terms dictated by another entity? I was forced to use words that were not of my choosing. I see this as a valid defense against most charges. Your Honor, I am not the sole person responsible for creating this report.

Appraisal 88

Appraisal 88

Harvard Corporate Governance

APRIL 3, 2024

forthcoming University of Chicago Business Law Review ), we term this form of engagement, “political posturing,” and we argue that it is bad for shareholders, stakeholders, and society. Corporations obliged, not only to quell these voices, but to use politics as a way to market their products. Fisch is the Saul A. Bebchuk and Robert J.

Marketability 223

Marketability 223

Harvard Corporate Governance

OCTOBER 7, 2023

For more on AI and machine learning, see Artificial Intelli g ence and Machine Learning: Overview on Practical Law; for more on key terms used in descriptions of AI, machine learning, and generative AI, see Artificial Intelli g ence Glossary on Practical Law.) This post is based on The Governance Counselor piece.

Compliance 248

Compliance Technology 248

Harvard Corporate Governance

JUNE 28, 2022

On May 25, 2022, the Securities and Exchange Commission (the “SEC”) voted 3 to 1 [1] (Commissioner Peirce dissenting) to propose certain amendments [2] to Rule 35d-1 [3] (the “Names Rule”) under the Investment Company Act of 1940 (the “Investment Company Act”).

Marketability 204

Marketability 204

Appraisers Blog

APRIL 12, 2024

Some words don’t belong in an appraisal, as for instance words used in promoting the sale of a property. Omission of other general terms such as places of worship might just be interpreted as misleading. The term is not solely for fauna but flora as well. Some of the flagged terminology is just plain asinine folly.

Appraisal 79

Appraisal 79

Harvard Corporate Governance

JUNE 23, 2022

In the latest salvo, on 25 May the US Securities and Exchange Commission (SEC) voted 3:1 to approve two proposals enhancing scrutiny of ESG funds and advisers’ ESG practices. Posted by Subodh Mishra, Institutional Shareholder Services, Inc., Overview of SEC proposals. more…).

Marketability 291

Marketability 291

Harvard Corporate Governance

APRIL 20, 2023

In Law and Courts in the Age of Debt , we describe one underappreciated feature of the shift from equity to debt, which is that courts resolve disputes among shareholders and among creditors using strikingly different rules and decision frameworks. Highly leveraged firms are now commonplace in many U.S. industries.

Debt Financing 253

Debt Financing Equity Finance Marketability 253

Mckinsey and Company

OCTOBER 10, 2023

Web3 is a term used to describe the next iteration of the internet, one that is built on blockchain technology and is communally controlled by its users.

Technology 134

Technology 134

Harvard Corporate Governance

NOVEMBER 20, 2022

On the one hand, board members are keenly aware of the environmental and social requirements their companies must address— given emerging legislation and global reporting standards, sustainability-conscious investors and customers, and the increasingly clear link between long-term company performance and sustainability.

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339

Appraisers Blog

APRIL 27, 2024

Great justification for writing non binding advice and observations for those of us (apparently) incapable of comprehending English that we spoke and read our whole lives. Great justification for writing non binding advice and observations for those of us (apparently) incapable of comprehending English that we spoke and read our whole lives.

Appraisal 65

Appraisal Business Valuation Marketability 65

Harvard Corporate Governance

AUGUST 24, 2022

Investors rely on this information to make investment decisions, while corporations use ratings to gain third-party feedback on the quality of their sustainability initiatives. Our purpose is to help companies, investors, and regulators better understand the use of ESG ratings and to highlight areas where they can improve.

Marketability 350

Marketability 350

Harvard Corporate Governance

JANUARY 11, 2024

Related research from the Program on Corporate Governance includes Executive Compensation as an Agency Problem , Pay without Performance: The Unfulfilled Promise of Executive Compensation , and Paying for long-term performance (discussed on the Forum here ) all by Lucian A. Bebchuk and Jesse M.

Capital Structure 128

Capital Structure Finance 128

ThomsonReuters

DECEMBER 12, 2023

What is needed to calculate the right-of-use asset? How do you calculate the right-of-use asset? Putting it all together to record lease liability and right-of-use asset Lease liability reminders Under the ASC 842 lease standard, almost all leases are recorded on the balance sheet. How do you calculate the lease liability?

Intangible Assets 98

Intangible Assets 98

Harvard Corporate Governance

FEBRUARY 29, 2024

Bebchuk and Roberto Tallarita and Paying for Long-Term Performance (discussed on the Forum here ) by Lucian A. When observed over the longer term, S&P 500 director TDC has increased +2% on an annualized basis since 2015. Bebchuk and Jesse M. more…)

Equity 128

Equity 128

Harvard Corporate Governance

MARCH 13, 2023

Given ESG’s potential to create long-term value for both shareholders and society, this attention is both much-needed and welcome. Posted by Alex Edmans (London Business School), on Monday, March 13, 2023 Editor's Note: Alex Edmans is Professor of Finance at London Business School. This post is based on his recent paper.

Finance 278

Finance 278

Law 360 M&A

APRIL 25, 2024

Beyond getting experience thinking on my feet and tackling stressful situations, the skills I've gained from horseback riding have considerable overlap with the skills used to practice law, particularly in terms of team building, continuing education, and making an effort to reset and recharge, says Kerry Irwin at Moore & Van Allen.

52

52

JPAbusiness

MARCH 5, 2024

Working capital includes cash at bank, debtors, creditors, short-term credit lines, inventory, and other current assets and liabilities. Having surplus cash that can be used as working capital gives your business more options to grow, invest and change.

Banking 83

Banking 83

Appraisers Blog

MARCH 28, 2024

I actually think the 4th appraisal used a couple superior comps in terms of quality of construction and 3 car garages. A lot of smaller GLA comps were used though in comparison to the subject. In reply to CRAIG PREECE. Yeah I saw that too. Appraisal 1 and 3 seemed decent.

Appraisal 73

Appraisal Comps 73

Harvard Corporate Governance

NOVEMBER 21, 2022

We also find evidence that firms in the same sector increasingly use similar language over time, as do firms across sectors, meaning that firms may be coalescing around a common ESG vocabulary. Jones Graduate School of Business. This post is based on their recent paper. We next study the content in these reports (i.e.,

Start-ups 269

Start-ups Finance 269

Appraisers Blog

APRIL 12, 2024

This is also a human term. Specifics help answer misconceptions about generalizations, can help prove value, and verify legal use. Is that legal use? The conversation went like this; Amc management and owners to controlling appraiser; The lender said they will use another amc if these problems continue to happen.

Appraisal 81

Appraisal 81

Harvard Corporate Governance

JANUARY 4, 2023

The European Securities and Markets Authority proposes to restrict ESG- and sustainability-related terms in the naming of funds, with an eye on the US and UK fund naming regimes. This post is based on a Latham memorandum by Mr. Davies, Ms. Higgs, Anne Mainwaring and Dianne Bell. more…).

Marketability 147

Marketability 147

Appraisers Blog

MARCH 28, 2024

One can not get pre qualified at five or ten different mortgage companies at once, to use their mortgage lending appraisers. Clearly the primary issue here is the continued use of appraisal management companies and how they drive appraisal quality down with their restrictive terms. In reply to Spencer Paul.

Appraisal 66

Appraisal 66

IVSC

JULY 31, 2023

It reads: The valuation must be appraised independently using prudently conservative valuation criteria. Would require additional specifications to clarify how a current use of either Market Value or Mortgage Lending Value could be included in the definition of property value. The new Article 229 CRR reads: 1.

Banking 246

Banking Appraisal Marketability 246

Harvard Corporate Governance

JULY 27, 2023

In Europe, there has been added pressure on companies to tighten and enhance their approach to sustainability more broadly, without relying on the blanket term “ESG.” Meanwhile, in the United States, high-profile and divisive backlash has made some companies and leaders fearful to even use the term ESG. What are the benefits?

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246

Harvard Corporate Governance

JULY 2, 2023

Here is the short-term agenda , which shows most Corp Fin agenda items targeted for action by October 2023, potentially making the next four months an especially frenetic period, with only a few proposal-stage items targeted for April 2024. And here is the long-term (maybe never) agenda. This post is based on her Cooley memorandum.

Marketability 214

Marketability 214

Harvard Corporate Governance

APRIL 3, 2023

Related research from the Program on Corporate Governance includes Pay without Performance: The Unfulfilled Promise of Executive Compensation , Executive Compensation as an Agency Problem , and Paying for Long-Term Performance (discussed on the Forum here ) all by Lucian Bebchuk and Jesse M. This post is based on their CAP memorandum.

Total Shareholder Return 247

Total Shareholder Return Marketability 247

Harvard Corporate Governance

APRIL 28, 2022

The growth in buyback volumes over the past two decades has raised concerns that CEOs are misusing share repurchases to maximize their own personal wealth at the expense of long-term shareholder value. In our paper , we take a fresh look at the question of whether CEOs use share buybacks to sell equity at inflated stock prices.

Equity 257

Equity Finance Marketability 257

Harvard Corporate Governance

JUNE 2, 2022

And, how are boards using assessments to become more efficient, evaluate gaps in board composition and improve their oversight of management? Boards may also use assessments to analyze the quality and quantity of materials they receive from management, evaluate their governance practices or consider process changes to make going forward.

Compliance 283

Compliance 283

Harvard Corporate Governance

MARCH 25, 2024

Related research from the Program on Corporate Governance includes Dancing with Activists (discussed on the Forum here ) and The Long-Term Effects of Hedge Fund Activism (discussed on the Forum here ) both by Lucian A. This post is based on their Edelman memorandum. Bebchuk, Alon Brav, Wei Jiang, and Thomas Keusch.

Market Capitalization 128

Market Capitalization Marketability 128

Machen McChesney

FEBRUARY 12, 2024

However, excessive “rainy day” funds could be an inefficient use of capital. Here’s a systematic approach to help estimate reasonable cash reserves and maximize your company’s return on long-term financial positions.

Banking 83

Banking 83

Harvard Corporate Governance

MARCH 27, 2024

Established in 1995, ICGN advances the highest standards of corporate governance and investor stewardship, contributing to successful companies and long-term value creation. In developing the recommendations, we have engaged with ICGN Members, particularly institutional investors with globally diversified portfolios. more…)

Finance 122

Finance Marketability 122

Benzinga

NOVEMBER 27, 2023

Deal terms not disclosed. Louis, Missouri, Potter provides fire safety and emergency communication equipment used by thousands of customers across diverse end markets, including education, multi-family, industrial, and healthcare. KKR & Co. Based in St.

Technology 97

Technology Marketability Equity 97