Harvard Corporate Governance

MARCH 29, 2022

million in 2019 to $12 million in 2020 (Figure 1). This change from $12 million in 2020 would represent a near 20% increase, should the trend persist. Ultimately, many companies restored those adjustments, but median CEO pay declined from $12.2

335

335

Harvard Corporate Governance

JULY 9, 2022

There was substantial movement between 2019 and 2022—no surprise, given the significant upheaval and challenges companies faced in 2020 and 2021. As we wrote in Harvard Business Review in 2020, “Reviewing financial statements, audit activities, and compliance activities are the responsibility of the board, not the mission of the board.

Compliance 325

Compliance 325

Harvard Corporate Governance

JUNE 3, 2024

1 and May 31 for each year since 2020 to shed light on how investors were bringing up their concerns ahead of the May 23 peak U.S. Environmental and social proposals are showing a sign of reversing trend of declining support from the 2021 peak, while anti-ESG proposals are gaining volume but not support. more…)

313

313

Harvard Corporate Governance

JULY 16, 2022

Survey of ESG Disclosure—2020 to 2022. 3] In these 100 SEC filings, we focused on 12 categories [4] of ESG disclosure in annual reports and proxy statements filed with the SEC in 2020, 2021 and 2022. The regulatory landscape for ESG disclosure by U.S. The key trends and takeaways from our survey are discussed below.

322

322

Harvard Corporate Governance

MAY 9, 2022

Median financial performance in all measures reviewed was up double digits over 2020 and median CEO total pay was up +19%. Performance: 2021 median performance—as measured by revenue, pre-tax income, and earnings per share (EPS)—was higher than 2020. 2021 was a bounce back year. Key Findings.

Total Shareholder Return 274

Total Shareholder Return 274

IVSC

NOVEMBER 30, 2022

In October 2020 the IVSC issued its Agenda Consultation 2020 which highlighted Automatic Valuation Models (“AVMs”) as a key topic to be considered by the IVSC over the next few years.

Banking 246

Banking Technology Marketability Business Valuation 246

Harvard Corporate Governance

JULY 29, 2022

The 2020 updates to proxy advisory rules were the result of a thorough process that was conducted by Commission staff across ten years and two politically distinct administrations, yet the framework implemented by the 2020 rules has been substantially gutted in the span of just a few months—without ever having taken effect.

Marketability 223

Marketability 223

Harvard Corporate Governance

JANUARY 5, 2023

activism on record as company advance notice windows began opening for the 2022 annual meeting cycle, and activism activity levels remained elevated during the second and third quarters of 2022 as compared to 2021 and 2020 (though more in line with historic pre-pandemic levels).

Marketability 307

Marketability 307

Harvard Corporate Governance

JUNE 6, 2022

Like so many recent changes, this began in March 2020, when the world faced not only a public health emergency but also one of the most profound shocks to the global economy in the modern era—a shock broader than any other in eighty years. in 2020, the largest contraction since the Second World War.

Finance 252

Finance Banking 252

Harvard Corporate Governance

JUNE 13, 2022

Almost a fifth of companies in the Russell 1000 Index report all three ESG governance data points we measure in 2022—up from around a tenth in 2020. Board Oversight of ESG from 2020-2022: Unpacking the Rise in Disclosure.

Equity 312

Equity 312

Harvard Corporate Governance

MAY 12, 2022

CAP analyzed payouts under long-term incentive plan performance cycles that ended in 2015 through 2020. Based on our analysis of long-term incentive payouts from 2015-2020, the degree of difficulty, or “stretch,” embedded in long-term performance goals translates to: A 95 percent chance of achieving at least Threshold performance.

Marketability 273

Marketability 273

Harvard Corporate Governance

MARCH 24, 2022

After a slow 2019 and a pandemic-battered 2020, new issues came roaring back last year—3,021 listings (inc. That was a major increase from 2020, itself a record year for blank check companies. By volume, IPO activity rose 73 percent compared to 2020; by value, 2021 was 81 percent ahead. Coates (discussed on the Forum here ).

Marketability 246

Marketability Equity 246

Harvard Corporate Governance

OCTOBER 23, 2022

For example, 2021 proxy season data is for the period from July 1, 2020 — June 30, 2021.

249

249

Harvard Corporate Governance

JUNE 5, 2023

In 2021, ESG topped strategy as the most common discussion topic, it was raised in 43% of discussions, up from 23% in 2020. [1] Part of this shift in engagement relates to investors’ recent focus on environmental, social and governance (ESG) concerns, and the desire to hear from directors about how the company is approaching those issues.

Dividends 330

Dividends 330

Harvard Corporate Governance

JULY 18, 2022

2020-0338-JRS, at. May 14, 2020) (TRANSCRIPT) (“Amex”). In fact, Twitter has engaged in tactical delay for two months by resisting Defendants’ information requests, causing Defendants “obvious prejudice” through an overly compressed schedule. Juwell Invs. Carlyle Roundtrip , L.P.,

250

250

Harvard Corporate Governance

AUGUST 8, 2022

The 2022 Final Rule rescinds two sections of the rules governing proxy voting advice adopted by the SEC in July 2020. The SEC has also rescinded certain supplemental guidance released in 2020, which was prompted, in part, by the adoption of the rescinded rules. The 2022 Final Rule will be effective on September 19, 2022. Background.

210

210

Harvard Corporate Governance

DECEMBER 5, 2023

In 2020, the Black Lives Matter (BLM) movement gained significant traction in the United States following the killing of George Floyd. and how it intersects with systemic racism (New York Times, 2020). This post is based on their recent paper. The movement, which resulted in the largest sustained protest in U.S.

Marketability 218

Marketability 218

Harvard Corporate Governance

AUGUST 4, 2022

The SEC last amended Rule 14a-8 in 2020 to, among other things, raise the eligibility criteria and resubmission thresholds. For example, new Commissioner Mark Uyeda said that the proposed amendments could “effectively nullify the 2020 amendments to the resubmission exclusion and render this basis almost meaningless.”.

218

218

Harvard Corporate Governance

FEBRUARY 10, 2023

If 2020 was the year of the COVID-19 pandemic and 2021 was the year of building toward recovery, 2022 offered little respite for directors overseeing companies amid a chaotic business environment. Posted by Ted Sikora, NACD, on Friday, February 10, 2023 Editor's Note: Ted Sikora is a Project Manager, Surveys and Business Analytics at NACD.

332

332

Harvard Corporate Governance

MARCH 25, 2022

In 2020, it even created a set of novel facilities to assist medium-sized enterprises and municipal governments. Others meanwhile are calling on the Fed to continue its 2020 programs and use its power to create money to address other crises facing the country, such as climate change and crumbling infrastructure.

Banking 222

Banking 222

Harvard Corporate Governance

NOVEMBER 27, 2022

The vast majority of S&P 500 companies are now tying executive compensation to some form of ESG performance— growing from 66 percent in 2020 to 73 percent in 2021. Companies are embracing different approaches to factoring ESG into executive pay and are continuing to refine their ESG measures as they expand their reach.

Compliance 351

Compliance Finance Equity Marketability 351

Harvard Corporate Governance

OCTOBER 15, 2022

In 2020, Russian special services executed a cyberattack on SolarWinds to implant malware known as “Sunburst” in the Company’s flagship Orion software, ultimately seeking to target the systems of SolarWinds’ Orion clients. SolarWinds is a leading provider of information technology management software and solutions. government agencies.

Technology 244

Technology Compliance 244

Harvard Corporate Governance

JANUARY 14, 2024

Mentions of ESG on earnings calls dropped to their lowest level since 2020. After years of buzz in business circles, ESG seemed to have lost some of its shine in 2023. We saw a host of new state laws looking to limit its use.

317

317

Harvard Corporate Governance

APRIL 8, 2024

2020-0505 (April 4, 2024), has held that the test of entire fairness—Delaware’s most stringent standard of review—applies whenever a controlling stockholder stands on both sides of a transaction, absent the procedural protections contemplated by Kahn v. The Delaware Supreme Court, in In re Match Group Deriv.

232

232

Harvard Corporate Governance

JUNE 6, 2022

59 new General Counsels took the top legal job at Fortune 500 companies in 2021, an increase compared to 2020, which saw 52 General Counsels entering the ranks, and 2019, which saw 49 new appointees. Be more intentional about an equitable search process that includes top talent from in and outside the organization. more…).

Compliance 305

Compliance 305

Harvard Corporate Governance

MAY 23, 2022

Where once private company boards were dominated by members of management and investors, independent directors now make up slightly over half (51%) of the average private company’s board (up from 43% in 2020) according to a recent survey. Why the shift? Some companies are positioning themselves for the future.

334

334

BVR

MARCH 28, 2022

The 2020 AICPA Forensic and Valuation Services (FVS) Conference held this past November was loaded with great speakers and interesting sessions—so much so that we can’t include everything. Here are some key takeaways from the early sessions we attended.

Business Valuation 188

Business Valuation 188

Harvard Corporate Governance

NOVEMBER 1, 2023

and was designed to address several pain points for SPACs, which have lost popularity after frenzied activities in 2020 and 2021. This variation, called a SPARC—or special purpose acquisition rights company—was spearheaded by billionaire investor Bill Ackman through his investment fund, Pershing Square Capital Management, L.P.,

218

218

Harvard Corporate Governance

JULY 14, 2022

In 2020, the Commission adopted a rule that addressed several matters concerning proxy advisory firms. We have, however, continued to hear from many investors that certain conditions in the 2020 rule might restrain independent proxy voting advice. more…).

Marketability 188

Marketability 188

Harvard Corporate Governance

OCTOBER 31, 2023

They hired aggressively in 2020 and 2021 to ensure they had the resources to pursue new product development and customer groups. Compensation committees partnering with management is important for companies that are still settling on an HCM strategy.

Technology 278

Technology Marketability 278

Harvard Corporate Governance

MAY 3, 2022

Regulation (EU) 2020/852 (the “ Taxonomy ”) in 2020 established an EU-wide framework for classification of economic activity as environmentally sustainable (or “ green ”). This framework is intended to provide businesses and investors with a standardized understanding to identify sustainable financial products and investments.

Finance 236

Finance 236

Harvard Corporate Governance

NOVEMBER 22, 2022

With increased attention on systemic racism in the aftermath of the killing of George Floyd (on May 25, 2020) and the widespread Black Lives Matter (BLM) protests, growing number of stakeholders recognize racial diversity on corporate boards (or rather lack thereof). Strine, Jr.

Start-ups 259

Start-ups Finance Compliance 259

Harvard Corporate Governance

AUGUST 2, 2023

Notably, 93 percent of Fortune 100 companies disclosed information regarding their shareholder engagement programs in this year’s proxy statements, up from 83 percent in 2020, according to proxy disclosure data based on the 69 companies on the 2022 Fortune 100 list that filed proxies as of May 25.

Marketability 187

Marketability 187

Harvard Corporate Governance

JUNE 24, 2022

The move follows a similar ruling from a judge last month , deeming a state law passed in 2020 requiring companies to meet a quota of at least one racially, ethnically, or otherwise diverse board director unconstitutional.

305

305

Harvard Corporate Governance

JANUARY 9, 2023

See Larcker and Tayan [2020] for discussion of prior research on corporate governance.). Some papers will find that a provision is good for shareholders, while other papers will find that it is bad. Often later papers attempt to synthesize research and find that the evidence is mixed at best.

261

261

Harvard Corporate Governance

JUNE 3, 2022

For many companies, 2021 signaled a return to normal business after the COVID-19 pandemic upended the economy and significantly disrupted financial forecasts established at the beginning of 2020.

306

306

Harvard Corporate Governance

OCTOBER 22, 2022

Activists won at least one board seat at 29% of campaigns that went to a vote or settled this proxy season, according to Insightia’s Activism module, compared to at 54% and 34% of campaigns throughout the 2020 and 2021 proxy seasons, respectively.

Marketability 244

Marketability Equity 244