Harvard Corporate Governance

FEBRUARY 24, 2023

Introduction The more things change… On the board’s agenda first focused on the upcoming year’s “hot topics” in January 2018. [1] Of course, many matters have been added to board agendas since 2018 and will remain priority items in 2023.

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Harvard Corporate Governance

AUGUST 1, 2023

Specifically, since 2018, the market has reacted positively to new activist situations, with attractive short-term share price outperformance, but relatively few activists have been able to sustain market-beating performance throughout the first year following a campaign launch. corporations are managed.

Marketability 242

Marketability Total Shareholder Return Alpha Market Capitalization 242

Harvard Corporate Governance

NOVEMBER 2, 2023

As described in the complaint, the SEC charged the former executives with orchestrating a fraudulent scheme to overstate revenue by recording revenue from non-binding purchase orders and concealing the practice from the company’s auditors.

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Harvard Corporate Governance

APRIL 4, 2022

While the period up to 2018 was marked by an absence of ESG and sustainability focused regulatory pressure, in the period since, there have been efforts across the globe to ensure investors, financiers and companies pursue more sustainable business practices.

Start-ups 339

Start-ups Finance Marketability 339

Harvard Corporate Governance

FEBRUARY 2, 2024

As illustrated in Figure 1, among firms with mutual fund equity ownership and outstanding bonds, the percentage of firms with dual holdings increased from 38% in 2008 to 58% in 2018, and firm-level mutual fund dual holding intensity (MFDH) increased threefold. more…)

Corporate Finance 284

Corporate Finance Finance Equity Marketability 284

Harvard Corporate Governance

AUGUST 18, 2022

This post presents a case study of US large and mid-cap equities and their subsequent three-year dividend growth, distinguishing among them based on their ESG ratings at the start of the study period, December 2018. The 2018 and 2021 dividends are used to calculate a three-year dividend growth rate. more…).

Dividends 167

Dividends Equity Marketability 167

Harvard Corporate Governance

NOVEMBER 28, 2022

Source: “Shareholder Voting Trends (2018-2022),” The Conference Board , [link] org/topics/shareholder-voting/trends-2022- brief-1-environmental-climate-proposals and [link] board.org/topics/shareholder-voting/trends-2022-brief-2-human-capital- management-socialproposals.

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Harvard Corporate Governance

JUNE 24, 2022

Last week, a California judge struck down a law passed in 2018 requiring publicly traded companies headquartered in the state to have at least one woman on their board. Fried (discussed on the Forum here ); and Duty and Diversity by Chris Brummer and Leo E. Strine, Jr. discussed on the Forum here ).

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Harvard Corporate Governance

JUNE 15, 2022

publicly traded companies to report the ratio between CEO pay and median worker pay for the first time in 2018. firms that reported their pay ratios for the first time in 2018 is 145, while the median is 65. In this paper , we address this question by exploiting a new rule that required U.S.

Equity 225

Equity Marketability Finance 225

Harvard Corporate Governance

MAY 15, 2023

Specifically, there was an approximately 36 percent increase in activist campaigns in 2022 compared to 2021, and 2022 was the busiest year for activists since 2018. Against this backdrop, we looked at the following developments that are shaping the activism landscape in the US so far in 2023. more…)

Marketability 230

Marketability Technology 230

Harvard Corporate Governance

FEBRUARY 1, 2024

The plan offers Musk the opportunity to secure 12 total tranches of options, each representing 1% of Tesla’s total outstanding shares as of January 21, 2018. He claims that Tesla, Inc.’s s directors breached their fiduciary duties by awarding Elon Musk a performance-based equity-compensation plan.

EBITDA 337

EBITDA Market Capitalization Equity Marketability 337

Harvard Corporate Governance

JUNE 6, 2024

In November 2018, a Boeing 737 MAX airplane crashed off the coast of Indonesia, killing all 189 passengers and crew members. We recently published a paper on SSRN (“Boeing 737 MAX”) that examines the organizational, leadership, and cultural breakdowns that contributed to the failure of the Boeing 737 MAX aircraft.

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Harvard Corporate Governance

NOVEMBER 20, 2023

across the same period in 2018. This high level of departures should be creating an opportunity to accelerate progress on gender parity among CEOs—and it is, to an extent. In 2023 so far, 15% (on average) of those taking a CEO role have been women. This is up 9.7% more…)

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Harvard Corporate Governance

JUNE 29, 2023

Supreme Court’s 2018 ruling in Digital Realty Trust, Inc. Introduced by Senators Grassley (R-IA) and Warren (D-MA) on March 15, and cosponsored by Senators Collins (R-ME), Warnock (D-GA) and Cortez Masto (D-NV), this legislation is designed to make some important improvements to the SEC’s existing program.

Compliance 244

Compliance 244

Harvard Corporate Governance

MAY 25, 2022

This failure to alert the FAA to these changes may have been a proximate cause of two 737 MAX crashes in 2018 and 2019 that killed 346 passengers. Had the FAA known more, it would have almost certainly mandated more extensive flight simulator training. more…).

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Harvard Corporate Governance

MARCH 31, 2022

While ISS approved most companies’ Say on Pay proposals, those companies that received an against recommendation from ISS were more likely to fail Say on Pay (24%) compared to prior years (for example, 18.4% in 2020, 18.8% in 2019, and 17.1%

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Harvard Corporate Governance

FEBRUARY 21, 2024

1] The plaintiff-stockholders alleged that Tesla’s directors breached their fiduciary duties by awarding Musk performance-based stock options in January 2018 with a potential $55.8 A February 8, 2018 proxy statement (the “Proxy”) notified stockholders of a vote on the Grant, which was held on March 21, 2018. Tornetta et al.

Equity 225

Equity EBITDA Market Capitalization Marketability 225

Harvard Corporate Governance

DECEMBER 2, 2022

The number of activist campaigns reached a recent high in 2018, with shareholders launching 141 campaigns in the US. What can they learn from shareholders, and how can they leverage the benefits and insights activists can provide? Activist campaigns.

Marketability 321

Marketability 321

Harvard Corporate Governance

APRIL 28, 2022

73 new campaigns launched globally in Q1 marks the busiest quarter on record and, when combined with Q4, the busiest six-month period for activism since 2018. Record Pace for Global Activism, Led by U.S. continues to account for the largest share of global activity, representing 60% of new campaigns and 55% of capital deployed.

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Harvard Corporate Governance

DECEMBER 7, 2023

In the S&P 500, the percentage of directors with such experience—as reported in the proxy statement or other disclosure documents—declined from 70 percent in 2018 to 59 percent in 2023. In the Russell 3000, the decline was even more pronounced, from 68 percent in 2018 to 55 percent in 2023. more…)

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Harvard Corporate Governance

JUNE 27, 2022

domiciled assets integrating ESG strategies grew 42% between 2018 and the end of 2020. As the SEC notes, inflows of capital to ESG investment products have increased exponentially over the last two decades. In fact, U.S. Today, about one in three dollars of total U.S. assets that are professionally managed, representing some $17.1

Finance 313

Finance Marketability 313

Harvard Corporate Governance

JUNE 20, 2022

In 2018, then-Chairman Jay Clayton described the Commission’s disclosure system as “powerful, far reaching, dynamic and ever evolving” and noted that “[a]s stewards of this. The Commission’s statutory authority over disclosure is broad.

Marketability 247

Marketability 247

Harvard Corporate Governance

APRIL 23, 2024

Musk, an Unlikely Story To refresh memories, Tornetta sued in 2018, with a trial in Delaware Chancery Court in February 2023 before Chancellor Kathaleen McCormick. In January 2024, Chancellor McCormick issued her order , rescinding the entire $56 billion in stock options the BoD granted to Musk in 2018. Tornetta v. more…)

Comps 129

Comps 129

Harvard Corporate Governance

DECEMBER 6, 2022

This theory was first proposed by the SEC staff in 2018 to address ICOs, which were then all the rage, and was followed by more detailed staff guidance in 2019. 2] If so, the cryptoasset is not a security. But the theory has not aged well. It is impractical—if not impossible—to apply to today’s real life blockchain projects.

Marketability 279

Marketability 279

Harvard Corporate Governance

SEPTEMBER 20, 2022

In our new article, “Delaware’s Shifting Judicial Role in Business Governance ,” we take a close look at the work of the country’s preeminent business court, Delaware’s Court of Chancery, in order to examine the changing nature of judicial review of governance of American businesses.

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Global Finance

DECEMBER 5, 2024

In 2018, they added the Citibank Colombia portfolio. After Thomson’s end of year speech, there were talks with several financial institutions with Davivienda’s considered the best offer, according to economics publication Primera Página. The Pachehco family, founders of Colpatria, still have 43.9%

Banking 98

Banking Finance Marketability 98

Mckinsey and Company

OCTOBER 11, 2023

In 2018, we foresaw medical affairs playing a more strategic role and contributing greater patient impact. That future is now; there’s work to be done to realize it and reach the next level vision.

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Harvard Corporate Governance

APRIL 12, 2022

3] In 2018, the Commission issued interpretive guidance to reinforce and expand upon the 2011 Staff Guidance by identifying existing provisions in Regulations S-K and S-X that may require disclosure about cybersecurity risks, governance, and incidents. [4] 4] Notably, the guidance did not create any new obligations.

Corporate Finance 199

Corporate Finance Finance 199

Harvard Corporate Governance

AUGUST 23, 2023

for the first half of 2018. This high level of departures should be creating an opportunity to accelerate progress on gender parity among CEOs. This year, 13% of those taking a CEO role have been women, up from 2.4% But the picture varies significantly around the world: (more…)

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Harvard Corporate Governance

OCTOBER 5, 2024

Similarly, references to 2023, 2022 and 2019 publication years correspond to 2022, 2021 and 2018 compensation practices, respectively. Please note that while this report references 2024 as the publication year, it primarily reflects 2023 compensation practices. more…)

Market Capitalization 157

Market Capitalization Marketability 157

Harvard Corporate Governance

MAY 11, 2023

companies have slowly diversified over time, the pace of diversification has accelerated since 2018 as a result of legislation and other initiatives, particularly following the calls for racial justice in 2020. While the boards of U.S.

Technology 239

Technology 239

Harvard Corporate Governance

JUNE 29, 2022

On May 23, 2022, the SEC charged a registered investment adviser with misrepresenting its approach to ESG-related investments.

Compliance 218

Compliance Marketability 218

Harvard Corporate Governance

MARCH 29, 2024

We characterize over 6,500 trades in 975 firms from 1995 to 2018, representing many assets and market conditions. To enhance our understanding, we contribute in three ways: We manually collect data on individual trades and the resulting legal outcomes from 530 illegal trading investigations prosecuted by the SEC.

Finance 217

Finance Marketability 217

Harvard Corporate Governance

APRIL 20, 2023

CEO Pay Continues to Surge From 2018 to 2020, CEO pay remained relatively flat around $12 million at the median for Equilar 500 companies. However, in 2021, compensation jumped 18.3%

Marketability 205

Marketability 205

Harvard Corporate Governance

OCTOBER 19, 2022

North American targets accounted for two-thirds of all new campaigns in Q3, above H1 (55%) and 2018 – 2021 average (59%) levels. With 5 new campaigns in Q3, Elliott continued to accelerate its 2022 pace and has now launched 11 campaigns YTD (more than double the next most prolific names). Targets in the Crosshairs. Q3 activity in the U.S. (28

Technology 212

Technology Banking 212

Benzinga

JANUARY 25, 2025

On the sell side is Bain Capital , which acquired it in 2018. The Sunnyvale, Calif., consumer genomics company acquired Lemonaid for $400 million in 2021. Italmatch , a chemicals firm, is on the block. A deal could value it at 1.5 billion, Bloomberg reported. Spotless Brands , a car. Full story available on Benzinga.com

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Harvard Corporate Governance

AUGUST 9, 2023

In 2018, the SEC issued long-awaited guidance on cybersecurity disclosure. Through helping to ensure that companies disclose material cybersecurity information, today’s rules will benefit investors, companies, and the markets connecting them.” Here are the final rule , the fact sheet and the press release.

Marketability 246

Marketability Technology 246