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, …
A Delaware Court has rejected Tesla’s attempt to reinstate Elon Musk’s court-rescinded options despite Tesla’s shareholders “ratification” of the options. Tesla and Musk could appeal the latest court decision or the earlier decision which initially struck …
From time to time, On the Board’s Agenda uses an abbreviated format to highlight noteworthy data or recent developments in governance. This edition combines survey data on succession planning to explore variance in responses provided by chief executive …
Posted by the Harvard Law School Forum on Corporate Governance, on Friday, December 27, 2024 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of December 20-26, 2024 Posted by Aiyesha Dey (Harvard …
SUMMARY As companies prepare their annual reports on Form 10-K and Form 20-F for calendar year 2024, they should consider recent changes to the disclosure rules of the U.S. Securities and Exchange Commission (“SEC”) and the implications of certain recent …
The U.S. Securities and Exchange Commission (SEC) recently adopted the Pay Versus Performance disclosure rule to enhance transparency and assist shareholders in evaluating executive compensation. The rule requires public companies to disclose a new measure …
As societies worldwide grapple with inequality, exploitation, and worker safety concerns, various stakeholders have increasingly engaged with companies on issues from workforce diversity and alleged labor rights violations to a range of practices and …
The cases brought by SEC’s Division of Enforcement during fiscal year 2024 underscore the agency’s focus over the last several years on post-commitment management fee calculations, recordkeeping and off-channel communications, fee and expense disclosures, …
Posted by Connie I. Milonakis, Reuven B. Young, and Maxim Van de moortel, Davis Polk & Wardwell LLP, on Saturday, December 14, 2024 Posted by Martha Carter, Matt Filosa, and Faten Alqaseer, Teneo, on Sunday, December 15, 2024 Posted by Joshua A. …
When SCOTUS granted cert. in SEC v. Jarkesy, the case challenging the constitutionality of the SEC’s administrative enforcement proceedings, one of the questions presented was whether the statute granting authority to the SEC to elect to use ALJs violated …
A criminal or civil investigation into corporate wrongdoing asks both whether wrongdoing occurred at a firm and, perhaps more importantly, who is responsible for it. Rank-and-file employees, senior executives, outside contractors, the firm itself, and even …
Dimensional advocates for stronger governance practices at the companies in which we invest on behalf of our clients because we believe it can improve returns for investors. [1] Dimensional manages global equity and fixed income strategies for clients …
Regulation has been getting a bad press. It will be diluted in the US under the Trump administration, it will be curtailed in the EU to revive flagging European economies, and it is blamed for failures in privatized utilities in the UK. An instrument …
The doctrine of laches and statutes of limitations both bar claims brought too late. But when does each apply? And how late is too late? A recent case in the Delaware Court of Chancery, MW Gestion v. Sinovac Biotech Ltd., provides insight. In Sinovac, one …
Stopping controlling shareholders from taking actions that benefit themselves at the expense of non-controlling (minority) shareholders is an incredibly valuable and worthwhile thing for courts to do. Delaware historically excelled at this. Incorporating …
Why it matters A review of business headlines offers numerous examples of how damage to a company’s brand can cast a long-shadow. This is a complex area of governance because it can include consideration of factors like corporate values, ethical standards, …
SEC Enforcement Results for Fiscal Year 2024 Show Significant Drop in Enforcement Actions Although Financial Remedies Reach Historic High Summary On November 22, 2024, the Securities and Exchange Commission (“SEC” or “Commission”) announced its “ …
The last decade has witnessed a number of developments: 70% of the shares of public companies are held by institutional investors, many of which are widely diversified; institutional shareholders are more active in corporate governance than ever before; …
