Posted by Adam Aderton, A. Kristina Littman, and Erik Holmvik, Willkie Farr & Gallagher LLP, on Saturday, November 30, 2024 Posted by Josh Black, Will Arnot, and Miles Rogerson, Diligent Market Intelligence, on Sunday, December 1, 2024 Posted by Vince …
ISSB ADOPTS INITIAL STANDARDS WITH COMPANY-SPECIFIC MODEL OF MATERIALITY In a prior post on this Forum, I discussed the need for the International Sustainability Standards Board (ISSB) to adopt a “sesquimateriality” approach to disclosure: one that would …
Key Points Proxy advisory firms and institutional investors increasingly view tenures over nine years as too long, questioning the independence of directors who have served longer than that. Board refreshment is a frequent demand of activists, so companies …
Generative AI has emerged as a major technology that is disrupting both the finance industry and financial research methodologies. The release of ChatGPT in November 2022, followed by rapid advancements in large language models (LLMs), has led to changes …
Introduction With the recent COP29 conference developing standards for carbon credit markets, ESG investors may wish to learn more about such credits and the debates surrounding them. A carbon credit is an emissions unit that is issued by a carbon …
On September 27, 2024, California Governor Gavin Newsom signed into law Senate Bill (“SB”) 219, which makes certain changes to last year’s Climate Corporate Data Accountability Act (SB 253) and Climate‐Related Financial Risk Act (SB 261). SB 219 clarifies …
How parties to a loan agreement or bond indenture can change the terms of their deal is an important, if frequently neglected, aspect of debt financing. Bonds and loans represent a company’s obligation to repay a debt, with interest, over time. But only a …
This post provides an overview of Glass Lewis’ 2024 Policy Survey, conducted to inform their annual “benchmark” policy guideline updates. Executive Pay Make-Whole Awards For executive recruitment, companies sometimes agree to provide “make -whole” grants …
In the intricate world of corporate governance, the role of executive compensation in aligning the interests of shareholders and managers remains a long-standing question. Classic theories posit that shareholders, as the principals, can design compensation …
INTRODUCTION 1. For the past four years, America’s coal producers have been responding not to the price signals of the free market, but to the commands of Larry Fink, BlackRock’s Chairman and CEO, and his fellow asset managers. As demand for the …
Choosing the right candidate to fill the corner office comes with a unique set of challenges. Putting aside the search for expertise and business acumen, leadership style, cultural fit, and a host of other considerations, one consistent — and expensive — …
KEY TAKEAWAYS Incorporating discretionary components within a company’s Annual Incentive Program has become increasingly common, particularly in the Real Estate and Financial sectors. Companies that have individual performance metrics in their Annual …
The hot seat Who occupies the hottest seat on a board of directors? It depends on the circumstances While a CEO might face the toughest questions when an activist investor shows up, and the chief financial officer the biggest grilling from analysts, modern …
The 2024 fiscal year (“FY24”) for the U.S. Securities and Exchange Commission (“SEC” or “Commission”) concluded with a deluge of year-end actions. Over the past year, we saw increased use of enforcement sweeps, significant changes in administrative law …
Posted by the Harvard Law School Forum on Corporate Governance, on Friday, November 29, 2024 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of November 22-28, 2024 Posted by Heather Benzmiller …
SquareWell Partners (“SquareWell”) conducted an in-depth study of primary listing changes and the dismantling of dual-listed company (“DLC”) structures, examining precedents across global markets. This analysis separates cases driven by activist investors …
Executive summary Market cap growth Our analysis of the 2021 IPO cohort revealed a strong positive correlation between longer CEO tenure and market cap growth, underscoring the importance of experienced leadership in driving performance. “Say on pay” …
On October 22, 2024, the Securities and Exchange Commission (SEC) announced enforcement actions against several technology companies for making materially misleading disclosures regarding cybersecurity risks and intrusions. One company was also charged …
Equity awards are the primary compensation vehicle for U.S. executives, comprising 71 percent of total CEO compensation for S&P 500 CEOs and 60 percent for Russell 3000 (excluding S&P 500). As compensation committees seek to maintain alignment of …
As this blog has consistently observed, although the well of SPAC mergers substantially dried up a few years ago, the wave of lawsuits stemming from those de-SPAC mergers has not abated. In the latest decision addressing claims for breach of fiduciary duty …
