Harvard Corporate Governance

OCTOBER 24, 2022

Perhaps the most important corporate law debate over the last several years concerns whether directors and executives should manage corporations to maximize value for investors, or to also take into account the interests of other stakeholders or society (see, e.g., Hart and Zingales, 2017 ; Bebchuk and Tallarita, 2020 ; Rock, 2021 ).

Marketability 261

Marketability 261

Harvard Corporate Governance

NOVEMBER 11, 2022

2017), Dell, Inc. 2017), and Verition Partners Master Fund Ltd. The second disruptive intervention occurred more recently, with the decision of three cases– DFC Global Corporation v. Muirfield Value Partners, L.P., 3d 346 (Del. Magnetar Global Event Driven Master Fund Ltd. , Aruba Networks, Inc. , 3d 128 (2019).

Appraisal 189

Appraisal Technology 189

Harvard Corporate Governance

OCTOBER 21, 2022

Despite a steady decrease in the portion of environmental and social proposals receiving less than majority support from 2017 through 2021, 2022 bucked the trend likely due to some institutional investors viewing them as overly prescriptive as explained here , for example, by BlackRock. more…).

176

176

IVSC

JANUARY 19, 2023

Susan will take up the role in March 2023 and takes over from Mark Zyla who has led the board since 2017. IVSC is pleased to announce that Susan DuRoss has been appointed the new Chair of the Standards Review Board (“SRB”). She will oversee the work of the Board for an initial three-year term.

Business Valuation 246

Business Valuation Banking 246

Harvard Corporate Governance

JUNE 14, 2024

The Russell 3000 failure rate thus far in 2024 is below 1%, marking the lowest since the 2017 voting season. Additionally, average Say on Pay support among Russell 3000 and S&P 500 companies has reached its highest level since 2017. One could look at these results and walk away confident that Say on Pay has been “figured out.”

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144

Harvard Corporate Governance

AUGUST 5, 2024

The Tax Cuts and Jobs Act (TCJA) of 2017 significantly overhauled the U.S. This post is based on their working paper. tax code, primarily by reducing the corporate tax rate from 35% to 21% and lowering individual tax rates across most income brackets.

Finance 178

Finance 178

Harvard Corporate Governance

APRIL 13, 2022

In my paper, Disclosing Corporate Diversity , I use machine-learning techniques to analyze 3,461 CSR/ESG reports for 1,288 public companies listed on Nasdaq Stock Market LLC (Nasdaq) and the New York Stock Exchange (NYSE) for the five-year period between 2017 and 2021.

Marketability 236

Marketability 236

Harvard Corporate Governance

OCTOBER 25, 2023

A 2017 Iowa Law Review article, “Campaign Finance Reform Without Law,” spotlighted how companies increasingly were adopting political disclosure and accountability policies to better manage their spending. Jackson, Jr., Jackson Jr. Companies today accept that political spending poses serious risks.

Finance 210

Finance 210

Harvard Corporate Governance

SEPTEMBER 30, 2022

From 2017 through 2021, each year saw between 12 and 15 such proxy contests; the first half of 2022 had 14 contests. From 2017 through 2020, activists won at least one board seat in 57% of these contests. From 2017 through 2020, activists won at least one board seat in 57% of these contests. more…).

Market Capitalization 141

Market Capitalization Marketability 141

Harvard Corporate Governance

MAY 23, 2023

exchanges have seen a consistent rise in the aggregate market capitalization to GDP ratio since at least 2017, the equivalent metric for the U.K. However, the London Stock Exchange’s path differs markedly from its U.S. peers on at least one significant measure – the market capitalization to Gross Domestic Product (“GDP”) ratio.

Equity 213

Equity Marketability Market Capitalization Finance 213

Harvard Corporate Governance

MAY 29, 2022

Since the launch of our Fearless Girl campaign in 2017, 948 (more than 60%) of the 1,548 companies we identified in major indices with all-male boards have added at least one woman director. [1]. more…).

Marketability 222

Marketability 222

Harvard Corporate Governance

JULY 20, 2022

See our November 5, 2021, client alert “ SEC Staff Issues New Shareholder Proposal Guidance, Rescinding 2017-2019 Guidance.”). In November 2021, the Staff of the Division of Corporation Finance (Staff) of the Securities and Exchange Commission (SEC) published Staff Legal Bulletin No. more…).

Corporate Finance 210

Corporate Finance Finance 210

Harvard Corporate Governance

JULY 17, 2024

of new directors during the quarter were women, marking the lowest percentage since Q4 2017 when 28.6% The slight uptick was not enough to move the GDI needle, which stayed put at the same point as the previous quarter at 0.59, where 1.0 represents gender parity. The most surprising statistic from the Q1 analysis is that just 30.6%

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157

Harvard Corporate Governance

OCTOBER 16, 2023

This action reversed positions the Staff had taken since 2017, with respect to the ordinary business grounds for excluding shareholder proposals from company proxy statements pursuant to Rule 14a-8(i)(7) and the economic relevance grounds for excluding shareholder proposals pursuant to Rule 14a-8(i)(5). 14I, 14J and 14K.

Corporate Finance 226

Corporate Finance Finance 226

Harvard Corporate Governance

APRIL 16, 2022

In 2017, Twitter began allowing users to opt out of this data sharing. The case arose from public statements that Twitter made about a product it offers to advertisers. Twitter has historically gathered user data and then shared that data with advertisers so that they may tailor ads to different users. more…).

209

209

Harvard Corporate Governance

JULY 16, 2024

thus far in 2024 is 50 basis points higher than the average vote result at this time last year (90.7%}, and the highest in any single year since 2017 (more…) is 120 basis points higher than the index’s 2023 year-end average, and the current S&P 500 average vote result of 89.8%

167

167

Global Finance

MARCH 22, 2023

Global Finance spoke with Poma—who has been managing director and CFO since 2017—when he recently visited New York. CFO Paolo Poma believes the company can even improve its profitability, despite economic headwinds.

Finance 126

Finance 126

Harvard Corporate Governance

SEPTEMBER 6, 2023

Amid public concern about the widening CEO-worker pay gap, on August 5, 2015, the Securities and Exchange Commission (SEC) adopted a rule that requires listed firms to disclose the ratio of CEO compensation to the median worker compensation for fiscal years beginning on or after January 1, 2017.

231

231

Harvard Corporate Governance

MAY 17, 2023

Since 2017, the Digital Directors Network has served as a resource to the wide variety of members it represents – that is, those responsible for designing, implementing, and testing cyber governance policies and procedures.

Marketability 210

Marketability Technology 210

Harvard Corporate Governance

OCTOBER 25, 2022

They collectively own more than 20% of the S&P 500, and, as of 2017, constitute the largest shareholder in almost 90% of those companies. The largest three U.S. These asset managers are, first and foremost, fiduciaries for their clients. As fiduciaries, they owe their clients the duty of care and the duty of loyalty.

Marketability 201

Marketability 201

Harvard Corporate Governance

MAY 2, 2022

over the 2012–2017 period, as measured by persistence and predictive ability of earnings and cash flows. The results are based on comprehensive information from financial statements analyzed using across-sample and within-sample tests.

Capital Structure 225

Capital Structure Finance Marketability 225

Harvard Corporate Governance

SEPTEMBER 29, 2022

In 2017, Red Ventures, although it was aware of the accounting issues, bought Bankrate for approximately $1.4 In 2012, the SEC raised concerns with Bankrate about its financial reporting, leading to the discovery that its CFO had engaged in a form of securities fraud known as a cookie-jar accounting.

Marketability 222

Marketability Compliance 222

Harvard Corporate Governance

NOVEMBER 22, 2022

At first sight, the lack of black representation on the board should have been a concern to investors during the BLM protests.

Start-ups 259

Start-ups Finance Compliance 259

Harvard Corporate Governance

JUNE 15, 2022

market reaction to high pay ratios therefore seems to be at odds with earlier findings from the UK that higher pay inequality is primarily a reflection of better managerial talent ( Mueller, Ouimet, and Simintzi (2017) ). more…).

Equity 225

Equity Marketability Finance 225

Harvard Corporate Governance

JULY 28, 2022

and seven employees , including the former CFO and General Counsel, over long-running accounting improprieties from 2013 to 2017. On June 7, 2022, the SEC filed charges against New Jersey-based Synchronoss Technologies, Inc. The company settled scienter-based fraud charges and agreed to pay a civil penalty of $12.5

Compliance 214

Compliance Technology 214

Harvard Corporate Governance

NOVEMBER 28, 2023

support on average in 2017, bottoming out at 87.7% Despite these tough market conditions, investors responded positively to more modest CEO payouts. 2023 marked the first proxy season in five years where support for advisory “say on pay” proposals at S&P 500 companies increased in comparison to the previous year. average support in 2022.

Equity 157

Equity Marketability 157

Harvard Corporate Governance

MARCH 25, 2022

Organizations that interact with companies or institutions in Ukraine could be vulnerable to collateral damage (as happened in 2017 with the NotPetya malware attack). [3]. While experts believe that direct cyberattacks on companies outside Ukraine are unlikely, the risk of contagion is real. more…).

231

231

Global Finance

SEPTEMBER 2, 2023

VinFast, founded in 2017 by VinGroup chair and Vietnamese billionaire Pham Nhat Vuong, became more valuable than legacy automakers such as Volkswagen, Ford, GM, Mercedes-Benz and Ferrari.

98

98

Harvard Corporate Governance

APRIL 17, 2024

This study is a continuation of studies that we conducted in 2017 and 2020. We selected these companies to span ten major industries and provide a broad representation of market practice. Annual incentive plans are an essential tool for companies to incent and reward executives for achieving short-term financial and strategic goals.

Marketability 120

Marketability 120

Law 360 M&A

JANUARY 13, 2023

doesn't have insurance coverage for its $20 million-plus legal bill stemming from a 2017 stockholder appraisal lawsuit, rejecting the company's argument that Montana law should apply to the dispute. The Delaware Supreme Court upheld a ruling that Stillwater Mining Co.

Appraisal 98

Appraisal 98

Harvard Corporate Governance

APRIL 15, 2023

This is evident in the revised Shareholder Rights Directive adopted in 2017, and also in the most recent legislative initiatives discussed in this review.

157

157

IVSC

JANUARY 9, 2023

RQR was established in 2017 and is now covering all major European markets for offices, logistics, retail, residential and mixed-use properties. However, these concerns fail to be effectively accounted for in investment decisions. Download this interview in PDF.

Marketability 130

Marketability 130

Harvard Corporate Governance

OCTOBER 7, 2024

First published in 2017, the ECCP sets out factors that DOJ Criminal Division prosecutors will consider when evaluating the compliance program of a company facing a criminal enforcement action. Junck , and William E. On September 23, 2024, the U.S.

Compliance 120

Compliance Technology 120

Machen McChesney

MARCH 22, 2023

It’s been years since the Tax Cuts and Jobs Act (TCJA) of 2017 was signed into law, but it’s still having an impact. Several provisions in the law have expired or will expire in the next few years. One provision that took effect last year was the end of current deductibility for research and experimental (R&E) expenses.

98

98

Redpath

JANUARY 24, 2024

The tax framework would restore certain 2017 tax reform business provisions, as well as boost the child tax credit. January 24, 2024 - The House Ways and Means Committee, by a vote of 40-3, recently approved the Tax Relief for Working Families and Workers Act of 2024.

105

105

Machen McChesney

MARCH 4, 2022

As 2022 kicks off and tax legislation continues to be stalled in Congress, the amendment to Internal Revenue Code (IRC) Section 174 was originally introduced by the 2017 tax reform legislation, the Tax Cuts and Jobs Act (TCJA), is now in effect.

93

93

Machen McChesney

MAY 26, 2022

The proposed regulations – REG-118913-21 – address certain situations in which an estate could be taxed on gifts made by a donor after 2017 and before a reduction in the basic exclusion amount (BEA), wherein the gifts were free of gift tax when made.

Treasury 97

Treasury 97