Whether you call it compensation or remuneration, how — and how much — executives get paid is a lightning rod for companies and investors around the world. The 2024 proxy season even saw questions raised about the impact of local pay norms on broader …
Public company insurance policyholders beware: In recent years, insurance carriers have increasingly invoked the “bump-up” exclusion, which is a carve out provision typically found in directors and officers (D&O) insurance policies. In many public …
On August 6, the SEC filed its much-anticipated legal brief in the Eighth Circuit Court of Appeals supporting its controversial Climate Rules and responding to the arguments laid out in petitioners’ consolidated petitions for review of the Climate Rules. …
While the audit committee has historically been charged with issues related to technology,[27] some companies have established a separate technology committee to create more airtime for technology topics. Currently, 38% of executives surveyed by Deloitte …
Posted by Michael J. Schobel, Erica E. Aho, and Jonathan C. Nickas, Wachtell, Lipton, Rosen & Katz, on Friday, August 23, 2024 Posted by Mark Mushkin, Orrick, Herrington & Sutcliffe LLP, on Sunday, August 25, 2024 Posted by Charity E. Lee, Jared …
Executive Summary Traditional dual-class or multi-class stock structures have received significant attention from market participants because of the disconnect they create between voting rights and economic ownership, thereby insulating company insiders …
Summary In the dynamic landscape of today’s interconnected global economy, geopolitical disruptions can send shockwaves along global supply chains through international trade. While many firms struggle to navigate these turbulent waters, some manage to …
The 2024 proxy season saw shareholder rights and corporate governance standards put to the test. Prioritizing market competitiveness, exchanges and regulators in several countries proposed or implemented reforms that threaten longstanding investor …
Time to rethink performance shares? This is the year that the two leading proxy advisors separately ask clients whether to abandon their favoring of CEO ‘performance shares’ over simpler stock incentives. That is significant because both Institutional …
One critical aspect of corporate governance is transparency between shareholders and management. Shareholders entrust managerial agents to run the firm’s operations while partaking in the profits from afar. This agency relationship creates information …
ISS and Glass Lewis annual policy surveys have launched As is typical, executive compensation issues are covered in the Institutional Shareholder Services (ISS) and Glass Lewis annual policy surveys this year, with each survey seeking input on whether the …
Ideal vs. Reality Companies often argue that sustainability lies at the core of their business strategy and directly impacts their long-term profitability. At the individual company level, it pays more to operate sustainably – we know that allocating …
Internal Accounting Controls Provide All-Purpose SEC Enforcement and Continued Focus on Cyber Last month, the SEC announced another enforcement action emphasizing the need for early disclosure of cybersecurity events. In the recent action, the company had …
With signs of a measured return of the IPO markets, companies and investors are revisiting the fundamental question, “What do I need to look like to go public?” In the pre-2020 market, a “unicorn” with a $1 billion valuation and $100 million in annual …
In today’s global polycrisis, boards and executive teams alike must integrate a wider array of perspectives into their decision-making processes and align their businesses. A holistic approach that incorporates broader aspects of material risk is crucial …
Posted by the Harvard Law School Forum on Corporate Governance, on Friday, August 23, 2024 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of August 16-22, 2024 Posted by Harvard Law School Forum on …
On August 20, 2024, Judge Ada Brown of the U.S. District Court for the Northern District of Texas issued a permanent injunction setting aside the Federal Trade Commission’s final rule banning non-compete agreements in Ryan LLC v. FTC. Last month, the court …
In June, four blockbuster court decisions were issued that will reshape the U.S. Securities and Exchange Commission’s (the “SEC” or “Commission”) exercise of its authority in important ways. At the same time, regular business continued at the SEC as it …
In the two years to January 2024, almost 700 cyber incidents were reported among Russell 3000 companies in the U.S., impacting more than 10% of the firms. One-third of those involved the compromise of a supplier or other third party, and the study also …
In recent years, a push for diversity on corporate boards gained momentum, culminating in NASDAQ’s new listing rules that require companies to disclose the composition of their boards in terms of certain forms of diversity—gender, race and sexual …
