Posted by the Harvard Law School Forum on Corporate Governance, on Friday, September 13, 2024 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of September 6-12, 2024 Posted by Linda Pappas, Perla …
We live in polarising times. The current political and cultural environment is arguably the most heated and controversial in decades. One of the most prominent victims of our era: the truth. As Mark Twain famously said; “A lie can travel half way around …
In Medal v. Beckett Collectibles (Aug. 22, 2024), the Delaware Court of Chancery, at the pleading stage of litigation, declined to dismiss claims that Beckett Collectibles, LLC, by failing to make certain earnout payments, breached the Stock Purchase …
A novel form of corporate regulation is on the rise. The “trade police,” as my article calls them, are the front-line bureaucrats who enforce the laws surrounding cross-border business. Their efforts determine whether billions of dollars of goods and …
In the last days of June and in July, the U.S. Securities and Exchange Commission (“SEC” or “Commission”) brought a number of new litigated actions across a broad swath of hot-button areas, including crypto and activist short selling. July also saw …
A new report by Cornerstone Research, a top consulting and expert testimony firm, highlights recent trends in settlements of derivative lawsuits brought in parallel to securities class actions. Derivative lawsuits refer to lawsuits brought by shareholders …
Accusations that some federal agency has acted with partisan bias in enforcing the law—treating partisan allies more favorably than enemies, or enemies more harshly than allies—are commonplace in American politics today. Critics have leveled such charges …
The board of directors is at the heart of corporate governance – and as the responsibilities associated with the board expand to cover topics like ESG and cybersecurity risk oversight, as well as destabilizing market conditions and changing regulatory …
On August 14, the U.S. Securities and Exchange Commission (“SEC”) announced yet another wave of enforcement actions related to widespread “off-channel communications,” charging an additional 26 firms with failing to maintain employee communications on …
Conventional wisdom suggests that workers should neither be rewarded nor punished for outcomes beyond their individual control. Yet, non-executive workers routinely receive performance-based pay linked to uncertain firm outcomes, such as the firm’s stock …
Key Takeaways The number of failed S&P 500 SOP proposals (n=4) is tied with an all-time low previously observed in 2015 Improvement in 1- and 3-year TSR performance ending in FY2023 compared to the prior period TSR performance may be a contributing …
Introduction Thousands of companies, including more than 70% of the S&P 500 companies, grant performance stock units (PSUs) with relative total shareholder return (TSR) or stock price performance-vesting conditions. These incentives can be very …
For the last decade and a half, boards of directors have been gradually rewriting their companies’ election bylaws. Specifically, boards have gradually added more and more disclosure requirements that shareholders must meet in order to nominate alternative …
Key Findings As the regulatory environment grows in complexity and organizations address new and continuing challenges, additional expectations are placed on audit committees. The scope of their responsibilities continues to expand beyond the traditional …
What exactly is the scope and impact of corporate political spending? Much has been written about the risks – legal, reputational and bottom line – faced by companies engaging in this spending. But it has been unclear how donations by publicly traded …
Posted by the Harvard Law School Forum on Corporate Governance, on Friday, September 6, 2024 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of August 30-September 5, 2024 Posted by David A. Bell, …
For over a century, Delaware has comminated the competition for corporate charters. Over the last several decades, however, a number of states have attempted to chip away at Delaware’s lead. The most successful of these competitors has been Nevada, but …
On August 20, 2024, in Ryan LLC v. Federal Trade Commission, a district court in the Northern District of Texas held “unlawful and set[] aside” the Federal Trade Commission’s (FTC) Non-Compete Rule, 16 C.F.R. § 910.1–.6. That rule, which was scheduled to …
SEC Form 13F public filings can help companies understand whether the threat of a proxy fight is imminent and, crucially, take steps to defend themselves. 13F filings, as they’re known, reveal the share position of institutional investors or funds and help …
Activism has remained robust over the past year, following a post-pandemic rebound. As we have previously noted, regardless of industry, size or performance, no company is too large, too popular, too new or too successful to consider itself immune from …
