Harvard Corporate Governance

APRIL 16, 2022

In 2021, securities class action litigation on the whole remained at a steady high, and life sciences companies were, once again, popular targets of such lawsuits. [1] In 2021, securities class action litigation on the whole remained at a steady high, and life sciences companies were, once again, popular targets of such lawsuits. [1]

290

290

Harvard Corporate Governance

JUNE 5, 2023

In PwC’s 2021 Annual Corporate Directors Survey, more than half (53%) of directors say that board members (other than the CEO) engaged directly with the company’s shareholders during the prior year. In 2021, ESG topped strategy as the most common discussion topic, it was raised in 43% of discussions, up from 23% in 2020. [1]

Dividends 332

Dividends 332

Harvard Corporate Governance

MAY 9, 2022

CAP reviewed chief executive officer (CEO) pay levels among 50 companies with fiscal years ending between August and October 2021 (defined as the Early Filers). 2021 was a bounce back year. This post covers 2021 financial performance, CEO actual pay levels and annual incentive payouts for the Early Filers. Key Findings.

Total Shareholder Return 278

Total Shareholder Return 278

Harvard Corporate Governance

JUNE 2, 2022

Climate-related shareholder proposals submitted to our portfolio companies going to vote during 2021. Climate-related proposals we supported in 2021. Proposals requesting GHG emissions reduction targets we supported in 2021. Our Voting Record on Climate-related Shareholder Proposals. more…).

Marketability 303

Marketability 303

Harvard Corporate Governance

APRIL 12, 2023

1] As was the case in 2021 and 2020, the Second Circuit continues to be the jurisdiction of choice for plaintiffs bringing securities claims against non-U.S. Continuing the trends in 2021 and 2020, most non-U.S. Liu, Christopher J. Merken , Andrew Stahl, and Austen Boer. The Third (3), Ninth (2), and Fourth (1) Circuits followed.

Banking 297

Banking 297

Harvard Corporate Governance

JULY 6, 2022

is below the index’s average at this time last year (89.6%), and is consistent with the year-end vote result in 2021. The 210-basis point spread between the current average vote results for the Russell 3000 and S&P 500 is equal to the spread at year-end in 2021; and wider than the 90-basis point spread at this time last year.

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332

Harvard Corporate Governance

JUNE 3, 2022

Investors rejected CEO compensation proposals through Say-on-Pay votes at a record rate in the 2021 proxy season, even though pay remained flat in FY2020. Proxies filed through early May indicate a strong increase in CEO pay for FY2021. CEO pay proposal support continues to decline in S&P 500 universe. S&P 500) companies.

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311

BVR

MARCH 28, 2022

The report highlights the sales totals of merchant wholesalers for April 2021, which included adjustments for seasonal variations and trading day differences. The report showed an improvement in wholesale trade in April 2021 when compared to March 2021 and from one year ago. Census published. In April, total sales were $570.8

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Harvard Corporate Governance

MARCH 29, 2022

public companies by revenue—as of March 18, 2022, to offer a preview of how executive compensation was structured in 2021, as well as key trends to watch through the remainder of proxy season. In 2021, median total direct compensation for companies included in the analysis increased to $14.3

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336

Harvard Corporate Governance

JUNE 3, 2024

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. We reviewed proposals submitted for Russell 3000 company AGMs held between Jan.

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317

Harvard Corporate Governance

JULY 16, 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 key trends and takeaways from our survey are discussed below. Climate-Related Disclosure Takes the Spotlight in 2022.

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Harvard Corporate Governance

MARCH 22, 2023

Deal activity declined from 2021, but finished the year above pre-pandemic levels. Acquisitions and Exits Deal Activity Down From 2021, But Above Pre-Pandemic Levels. As we described in our recent memo, Mergers and Acquisitions—2023 , after a record-shattering year for M&A in 2021, last year represented a reversion to the mean.

Equity 240

Equity Finance Marketability 240

Harvard Corporate Governance

OCTOBER 23, 2022

For example, 2021 proxy season data is for the period from July 1, 2020 — June 30, 2021. Prior season data is for companies within the Russell 3000, for the full proxy season, running from July 1 — June 30 for each period presented, unless otherwise noted.

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252

Harvard Corporate Governance

APRIL 30, 2022

More recently, with the January 2021 change-over in administration and the resulting shift in rulemaking philosophy, climate disclosure has been an area of increasing SEC focus. Enhanced environmental disclosure has been a topic of discussion within the SEC since the 1970s.

Corporate Finance 271

Corporate Finance Compliance Finance Marketability 271

Harvard Corporate Governance

MAY 21, 2022

PwC 2021 Mutual Fund Directors Governance Survey has gauged the views of Mutual Fund Directors (“Directors”) across a diverse range of complexes from large to small as well as geography on a variety of matters. In 2021, nearly 120 independent directors participated in our survey. About the survey.

Marketability 290

Marketability 290

Harvard Corporate Governance

JULY 29, 2024

3] It got even better in 2021. SPAC IPOs from 20192022, with the majority of capital ($126 billion) raised in 2021. [4] A New York Times article from December 2020 noted that 25% of global IPO proceeds in 2020 were raised by SPACs, easily an all-time high, with nearly 250 newly formed SPACs going public that year. [3]

Marketability 255

Marketability Corporate Finance Finance Equity 255

Harvard Corporate Governance

SEPTEMBER 12, 2022

The following summarizes say-on-pay voting results for full-year 2021 and through June 30 for 2022. This year, shareholder support on say-on-pay votes averaged 88% among S&P 500 companies (same as 2021, compared to 90% in 2020 and 2019 and 91% in 2018), and 90% among the broader Russell 3000 (compared to 91% in 2018 through 2021).

Equity 244

Equity 244

Harvard Corporate Governance

MAY 19, 2022

This post covers State Street Global Advisors’ stewardship activities in Q4 2021, including examples of notable successes and resulting outcomes from high-profile engagements, and outlines our stewardship priorities for 2022. This post is based on their SSgA memorandum. Stewardship Activity Report. more…).

Marketability 277

Marketability 277

Harvard Corporate Governance

OCTOBER 2, 2022

ISS) added 11 new cyber risk factors to its Governance QualityScore in 2021. Meanwhile, more guidance on cyber oversight and disclosure is here or on its way, from the Securities and Exchange Commission (SEC or commission), which proposed new rules earlier in 2022; and from Congress, which recently passed far‑reaching legislation.

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361

Harvard Corporate Governance

MAY 16, 2022

To see how this disclosure is evolving, we analyzed 103 filings from S&P 500 companies for the 2021 fiscal year. In this article, we explore the changes year-over-year in disclosure, hot topics of disclosure for the 2021 fiscal year, and how companies can prepare to meet stakeholder expectations for HCM disclosures in the future.

Equity 299

Equity 299

Harvard Corporate Governance

DECEMBER 2, 2022

That figure fell significantly in 2020 as the COVID-19 pandemic took hold, but rebounded in 2021 with free-flowing capital. Activity in the first half of 2022 continued at a brisk pace, with a 20% jump in the number of campaigns over the same time period in 2021—although most of that activity was attributed to the first quarter of the year.

Marketability 324

Marketability 324

Harvard Corporate Governance

JANUARY 9, 2023

Volatile global financial markets and recessionary fears have led to declining boardroom confidence and a decrease in deal activity from 2021’s record levels but are still healthy by historical standards. approached dealmaking with greater caution in 2022 than they did in 2021. Key Points. Acquisition market participants in the U.S.

Finance 230

Finance Marketability Banking 230

Harvard Corporate Governance

SEPTEMBER 6, 2022

trillion in aggregate announced globally in 2021, according to Dealogic —up 67% in value compared to 2020. billion were recorded in H1, down 19% in volume and 44% in value compared to a bumper H1 2021. This trend has gathered momentum over recent years, with 9,155 carve-outs worth US$2.3 A total of 3,837 deals worth US$641.8

Equity 255

Equity 255

Harvard Corporate Governance

NOVEMBER 28, 2022

unicorns since the beginning of the 2000s until the end of the third quarter of 2021. Even though 2021 has the highest number of unicorn exits, unicorn births outpace exits and the number of unicorns in existence increases in 2021. Our sample covers all U.S.

Intangible Assets 240

Intangible Assets Finance Marketability 240

Harvard Corporate Governance

APRIL 28, 2022

Q1 activity in APAC accelerated, accounting for 16% of new campaigns vs. 2021’s recent low of 11%. Europe registered 15 new campaigns in Q1, representing a 50% jump in activity compared to Q1 2021. continues to account for the largest share of global activity, representing 60% of new campaigns and 55% of capital deployed.

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263

Harvard Corporate Governance

DECEMBER 30, 2022

billion in penalties in enforcement actions in 2022, nearly three times the figure in 2021. Hanson, and Leo W. The SEC collected a record $4.2 Recent enforcement actions involving ESG issues, 10b5-1 plans and cybersecurity align with the SEC’s rulemaking initiatives on those topics.

Compliance 341

Compliance 341

Harvard Corporate Governance

OCTOBER 12, 2022

SPAC activity continued to slow in the first half of 2022, a sharp decline from the number of deals and IPOs in the same period in 2021. Filings of SPAC-related securities lawsuits through the first half of 2022 are on pace to exceed the total number of SPAC-related lawsuits filed in 2021. Key Points.

Marketability 214

Marketability 214

Harvard Corporate Governance

MAY 2, 2023

2021 WL 754593, (Del. 26, 2021) aff’d The Williams Companies, Inc. Against that backdrop, the decisions by the Delaware courts in the Williams Companies Stockholder Litigation suggest a significant adaptation. (In In re the Williams Cos. S’holder Litig., Wolosky, (Del. The Williams decisions reinterpret parts of Unocal Corp.

Technology 250

Technology Marketability 250

Harvard Corporate Governance

JULY 20, 2022

Investors showed significantly increased support for environmental and social shareholder proposals in the 2021 proxy season and submitted more prescriptive proposals for the 2022 season. See our November 5, 2021, client alert “ SEC Staff Issues New Shareholder Proposal Guidance, Rescinding 2017-2019 Guidance.”). more…).

Corporate Finance 214

Corporate Finance Finance 214

Harvard Corporate Governance

JUNE 5, 2022

At the end of 2021, 12 US states had either enacted or considered diversity legislation, including California, whose AB 979 requiring covered corporations to have at least one director from an underrepresented community by the end of 2021 was overturned by the Los Angeles County Superior Court mere days after the advisory council met.

Equity 277

Equity 277

Harvard Corporate Governance

SEPTEMBER 28, 2023

The market squeeze measure was motivated by historical short-squeeze events described in the extant empirical literature on the topic, such as the January 2021 “meme” stocks squeezes (see e.g., Allen, Haas, Nowak, Pirovano, and Tengulov (2023) ) and the 2008 Volkswagen squeeze (see e.g., Allen, Haas, Nowak, and Tengulov (2021) ) and can be applied (..)

Marketability 229

Marketability Finance Equity 229

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.

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334

Harvard Corporate Governance

DECEMBER 10, 2022

Overall stockholder support for such proposals increased slightly compared to 2021. S&P 100 companies saw a similar substantial increase in the number of stockholder proposals in 2022 (the number of such proposals more than doubled); however, overall support declined compared to 2021. more…).

Technology 246

Technology 246

Harvard Corporate Governance

OCTOBER 19, 2022

Total campaigns YTD (171) up 39% over the same period last year, already approaching the total for full-year 2021 (173). North American targets accounted for two-thirds of all new campaigns in Q3, above H1 (55%) and 2018 – 2021 average (59%) levels. Continued Robust Activity Fueled by Strong Q3. Q3 activity in the U.S. (28 Recent U.S.

Technology 214

Technology Banking 214

Harvard Corporate Governance

MARCH 9, 2023

Amid a growing focus on environmental, social & governance (ESG) issues, [1] and following a 2021 proxy season with record support for shareholder proposals on environmental and social (E&S) topics, [2] average support for E&S shareholder proposals declined compared with 2021.

229

229

Harvard Corporate Governance

APRIL 20, 2023

However, in 2021, compensation jumped 18.3% The significant bump in 2021 could be credited to the fact that many companies elected to reward their CEOs for guiding them through the turbulence of the COVID-19 pandemic in the form of bonuses. Additionally, 2021 was a strong market year prior to any inflation and recession concerns.

Marketability 208

Marketability 208

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