Key Takeaways: This settlement is indicative of the SEC’s willingness to use existing federal securities laws to charge AI-related fraud cases in the absence of an AI-specific rule. Despite the relatively small scale of the fraud alleged and the numerous …
Investors are increasingly prioritizing the societal impact of their portfolio companies and claim to incorporate environmental and social (E&S) factors into their investment decisions. The effectiveness of responsible investment strategies in shaping …
We are pleased to present our fifth study of aggregate share-based compensation. Our research focused on 300 companies spread across five industry groups and divided equally among small-, mid- and large-cap segments. This report covers the three-year …
Overview Notwithstanding recent reports that the Securities and Exchange Commission (“SEC”) has quietly disbanded its Climate and ESG Task Force, [1] and while the SEC’s new climate-related disclosure rules remain stayed, [2] the SEC’s focus on ESG-related …
What seems to be driving these proposals? Across sectors, there tends to be a gap between the quality of corporate issuers’ climate commitments and their level of transparency on lobbying, potentially signaling risks for investors. A company could …
We often take for granted that things will work. The car will get us where we want to go. The computer will connect us to the world and help us be productive. But how often do we think about how these things work? We may know that they are made of unique …
In today’s evolving corporate landscape, the presence of chief human resources officers (CHROs) on corporate boards has become a focal point for organizations seeking to enhance their governance and strategic decision-making. As companies have increasingly …
Posted by the Harvard Law School Forum on Corporate Governance, on Friday, October 18, 2024 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of October 11-17, 2024
In March of 2024, S&P Global published an alarming report: for the first time in two decades, C-suite women lost seats in the S&P Total Market Index. In 2022, women held 12.2% of the ~15,000 C-suite positions across publicly traded U.S. firms. …
Summary This paper investigates the impact of California’s gender quota law on corporate strategy and the representation of women in managerial positions. Our findings suggest that affected firms adopt a long-term strategic orientation, demonstrated by …
In the Court of Chancery’s two most recent earnout decisions—Fortis v. Johnson & Johnson (“Auris”) (Sept. 4, 2024) and SRS v. Alexion (Sept. 5, 2024)—the court concluded that a buyer breached its contractual obligation to use “commercially reasonable …
Greenhouse gas emissions and corporate efforts to reduce them have become central to the climate change discussion in recent years. As corporate disclosures on climate and emissions gain prominence, including through regulatory mandates, the focus is now …
Most M&A agreements include specific performance provisions that allow either party, under certain circumstances, to seek to have a court force the other party to comply with its contractual obligations. In M&A deals, a specific performance dispute …
Stewardship survey at a glance: Investors believe the stewardship work they do can impact investment performance 72% of investors expect their stewardship activities to have an impact on investment performance over the next three to four years. …
The Commerce Department’s Bureau of Industry and Security (BIS) has proposed a rule that would establish reporting requirements to track development of advanced artificial intelligence (AI) models, in accordance with instructions in an October 2023 …
The risk that a signed deal will nevertheless fail to reach completion has always been a focal point of public company mergers and acquisitions negotiations. This closing risk exists because the signing of a merger agreement and the completion of the …
Highlights from the 2024 proxy season Across both retail and institutional segments of shareholders, there was an increase in voting support for corporate directors and Say-on-Pay, along with a continued decrease in support for Environmental and Social …
The 2024 proxy season was marked by increased partisanship and political uncertainty, making shareholder proposals even more contentious compared to the past. This report outlines the key developments of the 2024 proxy season and offers practical insights …
Posted by Andrew M. Good, Avia M. Dunn, and Zaneta Wykowska, Skadden, Arps, Slate, Meagher & Flom LLP, on Monday, October 7, 2024 Posted by Alex Edmans (London Business School), Dirk Jenter (London School of Economics and Political Science), and Tom …
In Control and its Discontents, forthcoming in the University of Pennsylvania Law Review, we examine the Delaware courts’ growing skepticism toward corporate actions in controlled companies. This skepticim culminated in three recent decisions — Tornetta, …
