In a follow-up to our whitepaper, “What ‘Perks’ Can Tell Us About Executive Compensation,” ISS-Corporate reviewed the pay structures for Russell 3000 companies that held annual general meetings in the first nine months of 2024 to analyze the usage and …
On December 11, 2024, the U.S. Court of Appeals for the Fifth Circuit issued a 9-8 decision vacating the SEC’s approval of Nasdaq’s Disclosure Rule [1] and Diversity Rule [2] (the “Rules”), holding that the SEC exceeded its authority under the Securities …
Welcome to our third Global Top 250 Compensation Survey. This report presents information on compensation levels for the Chief Executive Officer (CEO) and Chief Financial Officer (CFO), the design of long-term incentives (LTI) and share usage at the 250 …
Posted by Curtis J. Milhaupt (Stanford Law School) and Dan W. Puchniak (Yong Pung How School of Law), on Friday, January 3, 2025 Posted by Felix von Meyerinck (University of Zurich), Jonas Romer (University of St. Gallen), and Markus Schmid (University of …
There is growing recognition that E&S issues are associated with major risks and opportunities and that these issues can materially affect firm performance and valuation (e.g., Ceres 2019; Liang & Renneboog 2017; NACD 2017). This has, in turn, led …
CEO Compensation generates considerable interest not only from Compensation Committees but also from investors, the press, and politicians. It can be confusing and controversial. This Meridian Insight considers CEO pay among S&P 500 companies and …
The view that corporations should be run for the financial benefit of shareholders is based on two related assumptions. The first is that shareholders hold the residual claim on the firm’s assets. Residual claimants are entitled to whatever value is left …
Environmental, Social and Governance (ESG) concerns have become some of the top issues for corporate America in recent years. However, discussions surrounding these initiatives have become highly politicized and polarized, with anti-ESG shareholder …
Introduction The recent forced departure of Intel’s CEO Pat Gelsinger vividly illustrates the complex dynamics of CEO dismissals. After a pivotal board meeting assessing the company’s progress in regaining market share, Gelsinger was presented with an …
More than three-quarters of companies in the S&P 500 incorporate environmental, social & governance (ESG) performance measures into their executive incentive plans, according to 2024 disclosures, up from two-thirds in 2021. This report analyzes the …
“The agencies evaluate new learning from the academic community and are prepared to take action on common ownership when appropriate. Where sufficient evidence exists that the effect of particular acquisitions may substantially lessen competition, the …
Introduction Malus and clawback provisions allow companies to recover and/or withhold sums or share awards in specific circumstances [1], such as in situations where values were paid inappropriately or based on inaccurate or misleading information. These …
Key Takeaways The median CEO pay in the S&P 500 has increased by 4% annually from 2012 through 2023, even with a pronounced increase 11% in 2023. The rate of CEO pay movement is aligned with general wage growth across the US economy (4% since 2012 per …
As sustainability becomes a business imperative, companies face growing pressure to determine the return on investment (ROI) of their sustainability efforts, a critical factor in gaining stakeholder trust and ensuring long-term success. This report …
Posted by the Harvard Law School Forum on Corporate Governance, on Friday, January 3, 2025 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of December 27-January 2, 2025 Posted by Robert W. Downes, …
Introduction TikTok’s travails under the Trump and Biden Administrations are typically portrayed as a clash between national security interests and First Amendment protections. This tension is the focus of TikTok’s suit against the U.S. Government over a …
We recently published a paper on SSRN (“The CEO Scorecard: How Directors Select a CEO When They Have Real Skin in the Game”) that examines how boards can improve succession planning through use of an outcomes-based CEO scorecard that matches candidates’ …
General counsel face a looming ESG challenge: managing sustainability claims that could become potential litigation triggers. Proactive Risk Management is a Strategic Imperative The threat of greenwashing (either exaggerated or untrue sustainability claims …
In GB-SP v. Walker (Nov. 15, 2024), the Delaware Court of Chancery found that directors of Bridgestreet Worldwide, Inc. (the “Company”), by securing indemnification rights for themselves in connection with approving a Foreclosure Agreement with the Company …
Public sentiment regarding corporate practices has become increasingly pronounced, particularly with the rise of social media and the democratization of information. This heightened public engagement encompasses a variety of issues including, for example, …
