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, …
These trends reflect a confluence of factors, as the climate change corporate reporting landscape has significantly evolved over the past five years. Below are some key takeaways related to these changes. Shareholder proposals have shifted to focus …
In Citizens United v. Federal Election Commission, the Supreme Court invalidated the longstanding ban on the expenditure of corporate funds in federal election campaigns. In so doing, the Court dismissed outright an argument that had long been the …
First announced in November 2022, Vanguard’s Investor Choice pilot program has enabled individual investors to express their perspective on shareholder matters at the companies held in their equity index funds. We believe that Investor Choice is an …
Can we call it a year-end tradition yet? It’s almost the end of the SEC’s fiscal year, and, as it did last year around this time, the SEC has just announced a big Enforcement sweep of multiple companies and some individuals—23 in total—for failing to …
Corporate governance centers on the board of directors, a critical group responsible for guiding an organization’s strategic direction and overseeing its operations. In recent years, research on board diversity has significantly increased, with most …
Each year, NACD leverages the perspectives and experience of its members and appoints a Blue Ribbon Commission, an experienced collective of directors, investors, subject-matter experts, and leading governance professionals. The Commission examines and …
On September 23, 2024, the U.S. Department of Justice (DOJ) updated its Evaluation of Corporate Compliance Programs (ECCP) guidance. First published in 2017, the ECCP sets out factors that DOJ Criminal Division prosecutors will consider when evaluating the …
In our paper, Sustainable Investing: Evidence from the Field, which was recently made available on SSRN, we survey 509 equity portfolio managers from both traditional and sustainable funds on whether, why, and how they incorporate firms’ environmental and …
Proxy season at a glance Just 26 companies in the Russell 3000 stock index failed to gain majority support for their compensation plans. In addition to overall pay and performance alignment, to comply with new disclosure rules, companies have begun …
As we near the final quarter of 2024, in a year with global temperatures looking to break new records (again), achievement of various 2025 or 2030 targets set by companies (such as progress against objectives to advance the UN Sustainable Development Goals …
Our 2024 Annual Incentive Plan Report provides a comprehensive review of the annual incentive plans of the top 250 largest companies in the S&P 500 by market capitalization. Annual incentive plans are critical tools used to align executive compensation …
Posted by Jennifer Lee, Charles Riely, and Reanne Zheng, Jenner & Block LLP, on Tuesday, October 1, 2024 Posted by Jason Frankl, Brian G. Kushner, and Ryan Chiang, FTI Consulting, on Tuesday, October 1, 2024 Posted by Jamie McGinnis, Amy Roy, and …
Key Observations Average support for ESG-focused shareholder resolutions in the US stabilized at 23% in the 2024 proxy year, after a steep decline in 2023. Excluding a growing cohort of resolutions by anti-ESG filers, the 2024 average is 27% (2023: 26%). …
“Green” bonds are so labeled by the issuer because the proceeds are directed to an environmentally friendly project. Green bonds are often considered a leading capital market response to environmental challenges; over $3 trillion have been issued worldwide …
News sources recently reported that the SEC has quietly disbanded its Climate and ESG Task Force for in its Division of Enforcement (the “ESG Task Force”), which had formed in early 2021 under then-Acting Chair Allison Lee and continued under Chair Gary …
Survey methodology Over 80 CEOs representing more than 15 industries participated in this Fortune/Deloitte CEO Survey. 88% of respondents are from organizations based in the United States, and the remainder are from organizations based outside of the …
Public firms in the United States have seen a significant push towards increasing racial diversity on corporate boards, spurred by a combination of legislative action, listing requirements and shareholder pressure. In 2019, California’s Assembly Bill No. …
FW Cook’s 2024 Director Compensation Report studies non-employee director compensation at 300 companies of various sizes and industries to analyze market practices in pay levels and program structure. Approximately 95% of companies overlap between this …
Introduction & Market Update As summer wraps up, the landscape of shareholder activism has defied the usual mid-summer slowdown in North America, with plenty of high-profile campaigns. Activist investors have targeted some of the country’s most …
