CAP’s report examines compensation outcomes for Chief Financial Officers (CFOs) relative to Chief Executive Officers (CEOs). This analysis summarizes 2023 compensation actions among 132 companies with median revenue of $14.6 billion. Additional criteria …
Introduction The 2023−2024 Supreme Court term continued a strong rebalancing of power among the courts, the administrative state and, if it pays attention, Congress. This rebalancing will impact how executive branch and independent agencies engage in …
DragonGC’s latest report sheds light on the evolving landscape of compensation clawback policies among S&P 500 companies. This comprehensive study, which analyzed 401 companies that filed independent clawback policy disclosures within the past 12 …
Filling and voting on shareholder proposals has been a critical corporate governance mechanism, enabling investors to mitigate classical principal-agent problems. In the past, most shareholder proposals concerned corporate governance issues such as CEO …
In the wake of a number of shareholder proposals, as well as first-of-their-kind enforcement actions and public statements by the U.S. Securities and Exchange Commission, many companies are considering how their use of artificial intelligence and the …
Say on Pay continues to exert significant influence on corporate governance, compelling companies to reassess and adjust their executive compensation practices in response to shareholder feedback. Analyzing 77 companies within the Russell 3000 facing …
I. Introduction Good afternoon, everyone. Thank you, Alan [Wilson, WilmerHale Partner], for your kind introduction. And thank you to the Center for Audit Quality (CAQ) and WilmerHale for inviting me to speak here today. I’m honored to be part of this …
On June 27, 2024, the Supreme Court ruled in SEC v. Jarkesy that when the Securities and Exchange Commission (SEC) seeks civil penalties from defendants for securities fraud, the Seventh Amendment requires it to bring the action in a court of law where the …
Posted by the Harvard Law School Forum on Corporate Governance, on Friday, July 19, 2024 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of July 12-18, 2024 Posted by Nowell D. Bamberger, Carmine D. …
Last month, the U.S. Securities and Exchange Commission (“SEC”) expanded its “war” on AI fraud to include private market participants, filing securities fraud charges against Ilit Raz, founder and former CEO of defunct AI recruitment startup Joonko. That …
Annual shareholder meetings are an important institution in corporate governance, providing a forum for shareholders to present proposals and challenge management. Traditionally most shareholder meetings have taken place in person, except at a few tech …
Litigation, regulation, and activism around ESG topics are increasing. There is a growing expectation that organizations will be transparent about their ESG programs and risks while working diligently to improve their organizations’ performance. As the …
On June 17, 2024, the U.S. Supreme Court granted certiorari in Nvidia Corp. v. E. Ohman J:or Fonder AB [No. 23-970]. The Supreme Court’s decision is expected to address, for the first time in over a decade, the exacting pleading requirements civil …
The history of finance is a field fertile with research, papers, books, and conferences. The reason is clear: studies yield insights into past mistakes, cultural implications over time, and policy development going forward. Yet the history of corporate …
The pace of women joining Russell 3000 boards has slowed substantially, according to the latest Equilar Gender Diversity Index (GDI). The Q1 2024 GDI reveals that women now represent 29.7% of all Russell 3000 board seats, up modestly from 29.4% in Q4 2023. …
The dominance of large firms in the US economy has drawn growing attention in recent years. From Walmart to Apple, many salient examples point to the prominence of large companies in day to day life. Standard datasets corroborate this impression. For …
BREAKDOWN OF SAY ON PAY VOTE RESULTS 14 Russell 3000 companies (0.9%) have failed Say on Pay thus far in 2024, 3 of which are in the S&P 500 (0.8%). Five companies have failed since our last report (bolded on page 3). SAY ON PAY OBSERVATIONS 14 …
Diversity, equity, and inclusion (DEI) are boardroom agenda items. Whilst much of the focus has been on achieving greater board diversity, the spotlight is increasingly moving towards the board’s responsibility for the organisation’s overall D&I …
Since the introduction of Universal Proxy in August 2022, one of the most notable changes in shareholder activism has been the significant increase in settlements between Boards and activists. With heightened risks for individual directors in proxy fights, …
Shareholder activism today The nature of shareholder activism, the key players, their preferred methods and their typical targets all tend to shift along with investment and business trends. They are influenced by market pressures, stores of capital and …
