The following topics are likely to be on the agenda for public company boards and board committees in the coming year. While we have organized these topics into separate sections for the board and its audit, compensation and nominating and governance …
Posted by Binoy Dharia and Justin Wagstaff, White & Case LLP, on Saturday, September 14, 2024 Posted by Anne Tucker (Georgia State University), Dana Brakman Reiser (Brooklyn Law School), and Yusen Xia (Georgia State University), on Monday, September 16 …
Introduction A lot has happened in the sustainability world since we published our State of 2023 U.S. Sustainability Reports one year ago. The long-awaited U.S. Securities and Exchange Commission’s climate disclosure rule was legally challenged and halted …
Support for management say-on-pay proposals remained high The number of failed say-on-pay votes reached a ten-year low across both the S&P 500 and the Russell 3000 Overall shareholder support averaged 90% among the S&P 500 and 91% among the Russell …
CEOs hired in recent years are similar in terms of their overall ability and interpersonal orientation to CEOs hired earlier. The same four factors revealed by earlier research still explain roughly half of the variation in CEOs’ characteristics: overall …
The Delaware Supreme Court in Kellner v. Aim Immunotech [1] recently ruled on the enforceability of a “modern” set of advance notice bylaws. Advance notice bylaws are the key tool corporations have to regulate the director nomination process and ensure …
Towards the start of the twentieth century, big businesses were primarily created through mergers engineered by Wall Street financiers. The federal government enacted antitrust statutes to check the power of trusts that put numerous competitors under the …
The Supreme Court’s 2023 decision in Students for Fair Admissions, Inc. v. President and Fellows of Harvard College (SFFA) has been a game changer not just in college admissions but in employment as well. While the decision did not apply directly to …
Regulating insider trading has long been a controversial issue, balancing the need for fairness and market integrity in financial markets against insiders’ practical needs to trade for non-informational purposes such as rebalancing and liquidity needs. …
AI is rightly seen as a transformative tool with the potential to change every aspect of our lives: how we live, how we work, how we create, how we communicate, how we learn. The potential applications are dizzying in their scope, and companies are …
In the wake of the U.S. Supreme Court’s recent Jarkesy decision, the U.S. Securities and Exchange Commission (“SEC”) dismissed two contested Rule 102(e) proceedings against accountants, suggesting that the agency believes these proceedings to be …
Until recently, new ESG funds–both active and passive–seemingly flooded the U.S. (and global) markets to match investor demand. After years of ESG (and its alter-ego anti-ESG) being a part of the cultural zeitgeist, the trend has reversed. In the first …
Trian Partners’ campaign to wrest two board seats from The Walt Disney Company already stands as a proxy contest for the ages and will rewrite the playbook for many contested meetings in the years to come. In addition to the significant outreach to the …
Portability isn’t a typical feature of loan documents, but in a market where refinancing remains expensive and at times tricky, stakeholders are exploring how portability terms can help maintain M&A activity Given that the debt and M&A markets can …
Posted by the Harvard Law School Forum on Corporate Governance, on Friday, September 13, 2024 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of September 6-12, 2024 Posted by Linda Pappas, Perla …
We live in polarising times. The current political and cultural environment is arguably the most heated and controversial in decades. One of the most prominent victims of our era: the truth. As Mark Twain famously said; “A lie can travel half way around …
In Medal v. Beckett Collectibles (Aug. 22, 2024), the Delaware Court of Chancery, at the pleading stage of litigation, declined to dismiss claims that Beckett Collectibles, LLC, by failing to make certain earnout payments, breached the Stock Purchase …
A novel form of corporate regulation is on the rise. The “trade police,” as my article calls them, are the front-line bureaucrats who enforce the laws surrounding cross-border business. Their efforts determine whether billions of dollars of goods and …
In the last days of June and in July, the U.S. Securities and Exchange Commission (“SEC” or “Commission”) brought a number of new litigated actions across a broad swath of hot-button areas, including crypto and activist short selling. July also saw …
A new report by Cornerstone Research, a top consulting and expert testimony firm, highlights recent trends in settlements of derivative lawsuits brought in parallel to securities class actions. Derivative lawsuits refer to lawsuits brought by shareholders …
