Corporate freezeouts (that is, transactions in which the controlling shareholder of a corporation buys out the minority shares) are subject to enhanced judicial scrutiny in the form of entire fairness review. In contrast, this form of judicial review often …
In the past few weeks, the Securities and Exchange Commission (“SEC”) has announced three settled enforcement actions alleging violations of the internal controls provisions of the federal securities laws. The cases are notable less for the SEC penalties …
State corporate law grants shareholders two key sets of rights in mergers and acquisitions (M&A). First, shareholders have statutory rights, such as voting on the transaction and appraisal rights for dissenting shareholders. Second, shareholders are …
Key Takeaways Reflecting their strong contribution to major indices, the so-called Magnificent 7 U.S. stocks have been a major focus of investor attention. This article considers the sustainability performance of the Magnificent 7 compared with the …
Overview AI is the hot topic of 2024. Companies see the opportunity to gain efficiency and drive growth through the adoption of AI, while not ignoring upcoming regulatory obligations and rising investor expectations. Investors want companies to adopt AI to …
Amidst the debate over corporate ESG and DE&I practices, Teneo’s analysis of recent S&P 500 proxy filings reveals an interesting trend: the practice of including DE&I metrics in executive compensation is not only widespread, but increasing in …
Posted by the Harvard Law School Forum on Corporate Governance, on Friday, September 27, 2024 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of September 20-26, 2024 Posted by Maia Gez, Scott Levi, …
In the United States, 741 billionaires collectively hold a staggering $5.2 trillion in wealth. The fortunes of the ultra-wealthy are anything but hidden from public view. American billionaires often lead highly visible lives, with their personal affairs …
In our recent study, Do buy-side analysts in earnings conference calls manipulate stock prices?, we use a unique combination of institutional trading data and conference call transcripts to shed light on why buy-side analysts participate in companies’ …
The SEC announced the settlement of enforcement actions against seven companies, stemming from the use of employment and related agreements that allegedly violated Dodd-Frank whistleblower protection rules. Two of the agreements were consulting agreements, …
Shadow banking may be the single greatest challenge facing financial regulation. Financial institutions that function like banks, but outside the scope of banking regulation—aptly termed, “shadow banks”—were at the heart of the 2007-2008 Global Financial …
Epic battles are the stock in trade for The Walt Disney Company (“Disney”), and not just on the big screen. Over the past 40 years, Disney has faced three waves of shareholder activism, with the first two resulting in its CEO being replaced. The most …
The US Securities and Exchange Commission (SEC) and the US Department of Justice (DOJ) recently announced parallel actions against an activist short seller and his firm, charging them with multiple counts of securities fraud. [1] The charges are the latest …
In managing their risk, firms can mitigate some risks they are exposed to using financial instruments instead of changing their operations. The most used financial instruments to mitigate risk are derivatives. Mitigating risks operationally can be …
Executive compensation can be a sensitive issue at the best of times, but particularly when governance failures allow executives to realize substantial rewards in cases of gross misconduct or shortsighted decision-making. From headlines of Enron executives …
The federal court decision that struck down the FTC’s noncompete ban, blocking it from taking effect nationwide on September 4 New filing deadlines for Schedule 13G, which become effective on September 30 New increases to SEC registration fees that become …
The Society for Corporate Governance (“Society”), the National Investor Relations Institute (“NIRI”), and NYSE Group, Inc. (“NYSE”) jointly petition the U.S. Securities and Exchange Commission (“SEC”) to request that the SEC initiate a rulemaking to …
The following topics are likely to be on the agenda for public company boards and board committees in the coming year. While we have organized these topics into separate sections for the board and its audit, compensation and nominating and governance …
Posted by Binoy Dharia and Justin Wagstaff, White & Case LLP, on Saturday, September 14, 2024 Posted by Anne Tucker (Georgia State University), Dana Brakman Reiser (Brooklyn Law School), and Yusen Xia (Georgia State University), on Monday, September 16 …
Introduction A lot has happened in the sustainability world since we published our State of 2023 U.S. Sustainability Reports one year ago. The long-awaited U.S. Securities and Exchange Commission’s climate disclosure rule was legally challenged and halted …
