Deal parties often opt to delegate purchase price adjustment (“PPA”) disputes to an accounting expert in the belief that such private proceedings will avoid the involvement of courts and related expenses. A recent Delaware Chancery Court decision provides …
Notably, these gains came despite large institutional investors softening their proxy voting guidelines — particularly about board composition — and reportedly continuing to support incumbent directors in most contests. This demonstrates that even without …
The board of directors is at the heart of corporate governance – and at the heart of ongoing debate around the basis for selecting directors, and what they should be tasked with overseeing. Shareholder Vote Results: Director Elections and Opposition …
Good morning, and thank you for convening this roundtable on private market valuation. My remarks reflect my views as an individual Commissioner and not necessarily the views of the full Commission or my fellow Commissioners. Vibrant Private Capital …
As a key capital market intermediary, sell-side equity analysts are known for their information discovery and production roles. Equity analysts also play an important monitoring role in scrutinizing management behavior. Yet none of the existing governance …
With the 2025 proxy season marked by fewer proposals, heightened scrutiny, and more selective investor support than previous years, this report shares guidance on how companies can approach offseason engagement with investors and prepare for the 2026 proxy …
Key Points Directors who use AI on their own for corporate purposes need to be aware of some pitfalls particular to their roles. Sharing confidential corporate information with chatbots should be avoided until it has been confirmed that the AI model will …
Introduction Corporate disclosures are now scrutinized not only for accuracy but also for coherence. Increasingly, regulators, investors, and stakeholders view narrative contradictions—statements that are individually accurate yet collectively conflicting— …
Posted by the Harvard Law School Forum on Corporate Governance, on Friday, September 12, 2025 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of September 5-11, 2025
Consider the balance between pre-read and presentation materials Craft a clear core message or storyline and use the pre-read materials to set the stage in a way that will shape the presentation and discussions in the board and committee meetings. Provide …
I. Introduction Since their conception in 2011, say-on-pay (“SOP”) proposals have become a hot-button issue for proxy advisors, politicians, corporate governance experts, and the public at large. Though they are simply advisory votes on the previous year’s …
Director elections can be a powerful tool for investors to weigh in on ineffective boards. Most conversations around proxy voting focus on shareholder proposals and executive compensation. Meanwhile, the most significant votes tend to fly under the radar: …
On September 1, 2022, the SEC’s universal proxy card (UPC) rules took effect, allowing shareholders to freely “mix-and-match” from among management and dissident nominees in contested director elections. Before the rules’ adoption, their impact on …
Boards are navigating an era of profound and persistent volatility. Global trade dynamics are in flux, shaped by shifting alliances and unpredictable tariffs. These disruptions have created ripple effects across companies’ strategic plans and supply chains …
The corporate boardroom has long been a symbol of tradition, formality, and in-person deliberation. But in 2025, that image is rapidly evolving. Remote meetings, once considered a temporary workaround during global disruptions, have now become a …
On August 21, the US and EU announced that they have agreed on a Framework on an Agreement on Reciprocal, Fair, and Balanced Trade. The Framework Agreement expands upon earlier official statements on the US-EU trade deal and is intended as a first step in …
This report—based on a survey of 70 corporate sustainability and environmental, social & governance (ESG) leaders at US and multinational firms—examines and shares best practices on how companies structure and position their sustainability teams, how …
Posted by the Harvard Law School Forum on Corporate Governance, on Friday, September 5, 2025 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of August 29-September 4, 2025
Introduction Historically, the role of the corporate investigations leader has been defined by a singular focus: compliance enforcement. Their work was often reactive, engaging only when challenges emerged, such as compliance concerns and reputational …
Dear Mr. Fink: We write to offer a fundamentally different vision of fiduciary responsibility than the one advanced in the July 2025 letter to you from signatories of the State Financial Officers Foundation (SFOF). We believe the views expressed in their …
