On May 31, 2024, the Delaware Court of Chancery issued an important decision addressing several key areas of Delaware law related to merger litigation. The opinion indicates that the court will continue to closely scrutinize potential conflicts of interest …
In January, ExxonMobil filed a lawsuit against Arjuna Capital, LLC and Follow This, the two proponents of a climate-related shareholder proposal submitted to Exxon, seeking a declaratory judgment that it may exclude their proposal from its 2024 annual …
Posted by the Harvard Law School Forum on Corporate Governance, on Friday, June 21, 2024 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of June 14-20, 2024
The ESG movement has spurred consideration of how investors express positive values in their startup investment decisions. Less examined is the mirror phenomenon—how startups in stigmatized industries access capital. In a move to fill that gap, in our …
Last summer, leaders of the U.S. House of Representatives declared July 2023 to be “ESG month.” They launched a series of seven Congressional hearings focused on fleshing out “key concerns” over environmental, social and governance investments and …
The COVID-19 pandemic created unprecedented challenges for corporations, leading them to reassess crucial practices including executive compensation, a key component of corporate governance. In our recent article titled, “COVID-19 Motivated Changes to …
Not to suggest that they are making up their mind before hearing the evidence, but the House Subcommittee on the Administrative State, Regulatory Reform, and Antitrust may be suggesting their conclusion by titling the June 12 hearing “Climate Control: …
The U.S. Securities and Exchange Commission (SEC) is facing an increasing risk of shutdowns as its budget requires Congressional approval amid a divisive political climate. SEC chair Gary Gensler has highlighted that discontinuities in capital market …
If enacted, the market practice amendments of 2024 will create uncertainty about the law governing board recommendations, including the extent to which a contract can require a board to recommend a merger under Section 251 of the DGCL. I’ve pondered the …
With optimism around a possible uptick in M&A, a small subset of investors relying on this thesis are adding to the pressure on their targets by advancing board slates at the same time as demanding a sale of the company. Campaigns at U.S.-headquartered …
The private equity business model has reinvented itself over the years, with continuation funds now serving as its latest development. These funds offer a creative solution to circumvent the constraints of the traditional private equity model by enabling …
Case Study: Emissions Reductions Proposals In this context, it is not particularly surprising that voting support for shareholder proposals has declined. Take greenhouse gas (GHG) emissions reduction target proposals, for example. Following the SEC change …
Shareholder activism in the U.S. has maintained the strong momentum it gained during the final few months of 2023, particularly in the micro-cap space. With two weeks still left in June, 446 U.S. companies were subject to activist demands during the first …
In our paper, Economic Budgeting for Endowment-Dependent Universities, we develop a framework to analyze a university’s financial position using an intertemporal budgeting approach. The essence of our approach is to forecast university operating revenues …
The 2024 proxy season is the second year with universal proxy cards and has produced incremental evidence of the effect that universal proxy has had on proxy fights and on advance notice bylaws with respect to shareholder nominations. Universal Proxy Cards …
Early results from the 2024 annual general meeting (AGM) season suggest that the major trends, of record-breaking shareholder proposal submissions, declining support for anti-ESG, environmental and social proposals, as well as strong support for say on pay …
The political and corporate interests seeking to restrict shareholder rights are carefully cultivating a narrative that the shareholder proposal process is out of control, “hijacked” by “activist” proponents abusing the system to advance unpopular …
On the surface, there is no standalone trend in this year’s Say on Pay voting that would create an interesting headline for compensation committees. The Russell 3000 failure rate thus far in 2024 is below 1%, marking the lowest since the 2017 voting season …
In August 2022, the Delaware General Assembly amended the Delaware General Corporation Law (“DGCL”) to allow corporations to adopt charter provisions exculpating certain officers from personal liability for monetary damages for breaches of the duty of care …
Posted by the Harvard Law School Forum on Corporate Governance, on Friday, June 14, 2024 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of June 7-13, 2024
