Environmental, social and governance (ESG) matters, and diverging opinions on approach, continued to dominate headlines across the globe in the first half of 2024. Companies and their stakeholders started the year navigating between proponents and …
Our study, “Say on Pay Laws and Insider Trading,” published in The Accounting Review, examines whether the mandatory adoption of “say on pay” (SoP) laws—which require shareholder votes on executive compensation—leads executives to engage more in insider …
As the world moves toward the end of the first quarter of the 21st century, companies around the globe find themselves under increased pressure from stakeholders and the communities in which these organizations operate to address major global challenges: …
Beginning with the numbers, SFFA has led to an increase in both challenges to DEI programs and fear amongst employers over the continued permissibility of those programs. In 2023, the number of workplace discrimination charges filed with the Equal …
The “End of History” for corporate law and governance has come to a messy conclusion, marked by U.S.-China rivalry, techno-nationalism, economic sanctions, export controls, supply chain vulnerability, and resulting efforts by multinational enterprises and …
In today’s rapidly evolving business landscape, innovation powers the heartbeat of progress. As new technologies disrupt traditional industries and consumer preferences shift seemingly overnight, organizations that thrive are those that embrace change. Yet …
In this year’s proxy roundup, we have analyzed the use of environmental, social and governance (“ESG”) metrics in cash and equity incentive plans among the largest 100 public companies.[1] Incentive compensation plans, such as annual bonus and long-term …
The Tax Cuts and Jobs Act (TCJA) of 2017 significantly overhauled the U.S. tax code, primarily by reducing the corporate tax rate from 35% to 21% and lowering individual tax rates across most income brackets. It also increased the standard deduction while …
This summary is focused on 14a-8 proposals that were voted on by shareholders during the 2023-2024 season.[1] We refer to the accompanying charts which have the supporting detail for what follows. As you’ll see, we divide proposals into five categories …
Ruling Curtails SEC’s Authority to Bring “Internal Accounting Controls” Charges, and Rejects SEC’s Claims that Company’s Securities Filings Were False and Its Disclosure Controls Failed in Connection with a Cybersecurity Breach On July 18, 2024, Judge Paul …
Posted by the Harvard Law School Forum on Corporate Governance, on Friday, August 2, 2024 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of July 26-August 1, 2024
In Sciannella v. AstraZeneca (July 2, 2024), the Delaware Court of Chancery, at the pleading stage of litigation, dismissed claims that AstraZeneca UK, the 26.7% owner of Viela Bio, Inc. (the “Company”), and certain Company directors and officers, breached …
Nasdaq has just filed a proposal, Notice of Filing and Immediate Effectiveness of Proposed Rule Change to Amend Certain Procedures Related to the Suspension and Delisting of Acquisition Companies, designed to address the suspension and delisting process …
The vast majority of mergers and acquisitions (M&As) in recent decades employ fairness opinions (FOs). FOs are provided by an outside advisor (typically an investment bank), and reflect the advisor’s opinion that the terms of the transaction are “fair” …
Why it matters It seems an understatement to characterize the current state of global affairs as “volatile.” If the past few years have shown anything, it’s that boards can be certain of at least one thing: an uncertain governance landscape. Volatility …
In Barbey v. Cerego, Inc., the Delaware Supreme Court affirmed a post-trial judgment denying relief to the plaintiffs in a Section 225 action, despite what the court called the “unusual and troubling circumstances of [the] case.” The Supreme Court’s …
Whether the rule should be one share, one vote or multiple-voting shares (dual-class stock) is, in international legal and economic terms, highly controversial. The European Union’s 27 Member States as well as the United States all have very different …
Shareholder proponents who do not support limiting corporate environmental impacts, promoting diversity, or providing investors with more ESG disclosure flooded this year’s corporate annual meeting agendas. They filed more than 100 shareholder proposals …
Introduction About twelve years ago, when we first wrote about the relevance of social and environmental information to corporate governance[1], scholars and practitioners alike raised three main issues: Why is social-environmental information a relevant …
In 2024 companies secured strong support on key voting items despite increasing complexity. This year’s proxy season included a busier year for activism amid a demanding economic context, a recalibrated shareholder proposal landscape, and emerging topics …
