Harvard Corporate Governance

JULY 12, 2022

Related research from the Program on Corporate Governance includes Companies Should Maximize Shareholder Welfare Not Market Value by Oliver Hart and Luigi Zingales (discussed on the Forum here ); Reconciling Fiduciary Duty and Social Conscience: The Law and Economics of ESG Investing by a Trustee by Max M. Disconnects and Demands.

Marketability 335

Marketability 335

Harvard Corporate Governance

OCTOBER 25, 2022

Related research from the Program on Corporate Governance includes The Long-Term Effects of Hedge Fund Activism (discussed on the Forum here ); Dancing with Activists (discussed on the Forum here ) both by Lucian A. A Flesh-and-Blood Perspective on Hedge Fund Activism and Our Strange Corporate Governance System by Leo Strine.

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209

Harvard Corporate Governance

MARCH 9, 2023

Amid a growing focus on environmental, social & governance (ESG) issues, [1] and following a 2021 proxy season with record support for shareholder proposals on environmental and social (E&S) topics, [2] average support for E&S shareholder proposals declined compared with 2021. more…)

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225

Harvard Corporate Governance

MARCH 25, 2023

Shareholder proposal season is upon us, with companies in the full swing of the SEC no action process and beginning to think about their response strategies. Now, they are facing questions on whether their ESG efforts are truly in the best interest of shareholder value. This year will be unlike any other.

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266

Harvard Corporate Governance

MAY 17, 2022

As we sit squarely in the middle of proxy season, we have a useful vantage point from which to consider already announced shareholder proposals and anxiously await investor feedback on those matters presented for shareholder votes. Established Procedures. more…).

Equity 225

Equity 225

Harvard Corporate Governance

DECEMBER 7, 2022

In our most recent meetings, we are hearing that the intersection of the universal proxy, [1] an active environment for traditional shareholder activism, and more assertive institutional investors will bring significant pressure on boards and directors concerning board composition and potential director vulnerabilities.

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250

Harvard Corporate Governance

SEPTEMBER 5, 2023

More pay equity-related proposals see significant levels of shareholder support. Pay equity, a significant focus for investors and activists, saw increased shareholder proposal activity in the first half of 2023. 1] Support in that range also can be impactful from an institutional shareholder perspective.

Equity 111

Equity 111

Harvard Corporate Governance

NOVEMBER 22, 2022

48 have also now formed a dedicated responsible investment team (up from 46 the previous year, Figure 1 ), and 49 have established dedicated stewardship teams (up from 45 the previous year) to oversee engagement with portfolio companies’ governance and sustainability activities and instruct proxy voting decisions ( Figure 2 ).

Marketability 184

Marketability 184

Harvard Corporate Governance

MAY 8, 2023

State Street Global Advisors’ Proxy Voting and Engagement Guidelines for North America (United States [“US”] and Canada) address our market-specific approaches to topics including directors and boards, accounting and audit related issues, capital structure, reorganization and mergers, compensation, and other governance-related issues.

Capital Structure 243

Capital Structure Compliance Marketability 243

Harvard Corporate Governance

NOVEMBER 7, 2022

With many portfolio companies improving their shareholder engagement practices and approach to long-term financially material issues, our support for incumbent directors in contested elections has steadily increased over the last five years, reaching a new high in 2022. Introduction: A Critical Juncture for Shareholders.

Marketability 157

Marketability Finance 157

Harvard Corporate Governance

AUGUST 21, 2023

Board members also emphasize that director education is critical to help ensure that the board as a whole is up to speed on the topic. Are crisis response plans robust, actively tested or war-gamed, and updated as needed? Relatively few shareholder proposals received majority support. Crisis readiness and resilience.

Compliance 189

Compliance Technology Start-ups Specific Risk 189

Reynolds Holding

JULY 12, 2022

For some, stewardship is nearly synonymous with voting: it is a matter of shareholder engagement with company management and is aimed at maximizing long-term value. Others expand the long-lamented notion of shareholder ownership to include active ownership and responsible investing.

Marketability 119

Marketability 119

Reynolds Holding

OCTOBER 13, 2022

As a result, the traditional understandings of capitalism and activism in American life have changed, a topic that I explore in a recent article and a new book. history, corporations have played a critical role in social activism. Contemporary corporate social activism at its best can benefit both activists and capitalists.

Equity 134

Equity Technology Marketability 134

Harvard Corporate Governance

OCTOBER 26, 2022

Leveraging the exercise of our voting rights, which provides a meaningful shareholder tool that we believe protects and enhances the long-term economic value of the holdings in our client account. We consider sustainability-related shareholder proposals on a case-by-case basis and analyze many different factors to determine our approach.

Marketability 130

Marketability 130

Reynolds Holding

OCTOBER 31, 2022

Board-shareholder engagement plays an important role in corporate governance. In the last decade, investors have increasingly influenced business decisions, and their activities have extended beyond the formal submission of shareholder resolutions for voting at annual meetings. percent of the Russell 3000 sample and 48.4

Equity 141

Equity 141

Reynolds Holding

FEBRUARY 26, 2023

Corporate secretaries, lawyers, and executives are actively engaged in the SEC’s shareholder proposal process. Effectively responding to shareholder proposals on this issue is essential. We expect, and have begun to see, a similar number of politically-focused shareholder proposals this proxy season.

49

49

Reynolds Holding

MARCH 5, 2024

And some investors are clamoring for even more, using shareholder proposals to press public companies for detailed disclosures concerning AI initiatives, policies, and practices — including, most recently, an Apple shareholder proposal that attracted significant support at a meeting last week.

Banking 45

Banking Technology 45

Reynolds Holding

DECEMBER 15, 2022

The debate over the corporation’s purpose is today a central topic of corporate law scholarship. So far, the discussion has advanced little beyond a two-sided view, considering only the approaches known as shareholder primacy and corporate social responsibility (CSR).

Dividends 126

Dividends Compliance 126

Reynolds Holding

DECEMBER 14, 2022

Top practitioners, judges, regulators, and scholars gathered at Columbia Law School on December 2 to offer their unique perspectives and cutting-edge insights on a variety of topics related to M&A and corporate governance. The day-long event started with a panel exploring current trends and trajectories in the M&A market.

Marketability 59

Marketability Start-ups Equity Corporate Finance 59

Reynolds Holding

AUGUST 7, 2022

Shareholders have increasingly taken the lead in pushing for corporate sustainability. environmental and social shareholder proposals won over 50 percent of shareholder support, while in 2016 only 3 percent of such proposals were approved by a majority of shareholders. [1] In 2021, for example, 20 percent of U.S.

Marketability 125

Marketability 125

Reynolds Holding

MARCH 13, 2023

Much of the debate about activist shareholders is informed by experience in Northern Hemisphere markets, particularly the United States. In my recently published book, I examine the topic from an Australian perspective. Australia is ideal for exploring shareholder activism for several reasons.

Marketability 59

Marketability Equity 59

Reynolds Holding

NOVEMBER 17, 2022

Topics of conversation will include the current state and future direction of the M&A market, the role of institutional investors and activists in dealmaking, recent SEC developments, and pertinent litigation developments. M&A and corporate governance. Role of Institutional Investors and Activists in Dealmaking.

Finance 128

Finance Marketability Corporate Finance 128

Audit Board

JANUARY 17, 2023

Integrating ESG activities into your organization’s internal audit plan is essential for your business to meet the rising demand from shareholders, boards, and the public for increased visibility around ESG risk reporting. Benchmark ESG topics in your industry. Assess internal and external stakeholder engagement in ESG topics.

Start-ups 52

Start-ups 52

Benzinga

NOVEMBER 21, 2022

The Company is reporting today that despite current general market and economic conditions, the anticipated transaction and financing process is active and continuing, with all terms and conditions of financing and structure expected within the next 30 days. Full story available on Benzinga.com.

Finance 40

Finance Marketability 40

ThomsonReuters

JUNE 7, 2021

And let’s not forget that these days, you’re accountable to a wide range of stakeholders—including governments, regulators, shareholders, customers, employees, suppliers and communities—many of whom are demanding transparency in your approach to ESG issues. This heightened scrutiny isn’t likely to let up anytime soon.

Compliance 98

Compliance Start-ups Private Equity Firm Finance 98

Reynolds Holding

JULY 29, 2022

This post provides an overview of shareholder proposals submitted to public companies during the 2022 proxy season, [1] including statistics and notable decisions from the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) on no-action requests. [2]. in 2022 from 36.3% in 2022 from 32.8% in 2022 from 43.5% in 2021.

Equity 98

Equity Dividends Banking Finance 98

Farrel Fritz

JUNE 12, 2023

Professor Miller told the story of Diane Straka (her case summarized in this post ), a 25% shareholder of an accounting firm organized as a professional corporation. Instead, Straka petitioned for dissolution of the firm on the grounds of minority shareholder oppression under BCL 1104-a. Professor Miller explained that had Ms.

Appraisal 52

Appraisal Accounting Firms 52

Reynolds Holding

DECEMBER 8, 2022

Both are hot topics in the current political discourse of Western democracies and both are broadly recognized as crucial to the global value system and the future of our societies. A parent that is merely a shareholder cannot control the events at a subsidiary as well as a parent that itself manages subsidiary operations.

Banking 124

Banking Equity Marketability 124

Reynolds Holding

APRIL 7, 2024

For companies in some industries, Scope 1 and 2 emissions – covering, respectively, emissions from direct fuel use and from acquired energy – will cover most relevant emissions caused by their activities, and these are relatively simple to calculate and disclose. This post comes to us from Institutional Shareholder Services.

Finance 59

Finance Banking Marketability Start-ups 59

Reynolds Holding

JULY 30, 2023

We trace the historical evolution from detailed statements of corporate purpose in special acts chartering corporations to general incorporation statutes that allowed for broad statements of purpose such as engaging in any lawful activity. Merrick Dodd, Jr.

Marketability 52

Marketability 52

Farrel Fritz

MARCH 6, 2023

For companies taxed as C corporations — as opposed to S corporations and other pass-through entities taxed as partnerships — because they are paid from after-tax income, declared dividends effectively are subject to double taxation at the company and shareholder levels.

Dividends 52

Dividends Compliance Finance 52

Reynolds Holding

FEBRUARY 22, 2024

Germany saw the most dramatic increase in activity, with 26 companies targeted in 2023.In It is based on the firm’s memorandum, “Shareholder Activism Continues To Increase and Spread in Europe,” dated Winter 2024, and available here.

Marketability 69

Marketability Banking 69

ThomsonReuters

DECEMBER 16, 2022

Risk and compliance teams may soon find mandated ESG activities in their fold as the call for new ESG legislation heats up. And, in Europe, new ESG reporting requirements in the European Union (EU) require large companies to publish regular reports on the social and environmental impacts of their activities. 13990 and E.O.

Start-ups 59

Start-ups Compliance 59

Reynolds Holding

JULY 14, 2022

As Samuel Gregg notes: “To expect the rest of the world simply to accept whatever stakeholder-corporatist insiders have decided to be the new global consensus on any given topic seems disconcertedly utopian. In my paper, I first examine a viewpoint diversity shareholder proposal advanced by the Free Enterprise Project. ENDNOTES. [1]

Marketability 124

Marketability 124

Benzinga

OCTOBER 26, 2022

Clear and compelling strategic and financial rationale, with significant synergies and long-term benefits for customers, business partners, employees, and shareholders . billion capital to shareholders and reduce leverage by up to EUR 700 million consistent with disciplined capital management approach. billion in cash proceeds .

Marketability 40

Marketability Dividends Start-ups Banking 40

Value Scope

JULY 21, 2020

It was a hot topic before the COVID pandemic, in discussions to measure and value how companies engaged in sustainable and societally beneficial activities. It will return as a topic across the business, regulatory, and investment communities again soon. What does this really mean? What about stock price?

Intangible Assets 130

Intangible Assets Beta Alpha Unlevered Beta 130

Appraiser Newsroom

AUGUST 29, 2022

Range of Presentation Topics and Agenda. The conference agenda will feature presentations from nationally recognized speakers who are professional leaders, covering a range of topics. Listed here are the speakers and topics. BUSINESS VALUATION TOPICS. Egan, CFA, ASA, Senior Valuation Manager, Wipfli LLP, Radnor PA.

Business Valuation 40

Business Valuation Intangible Assets Capital Structure Appraisal 40