Harvard Corporate Governance

NOVEMBER 28, 2022

Posted by Daniel Litowitz, and Lara Aryani, Shearman & Sterling LLP, on Monday, November 28, 2022 Editor's Note: Daniel Litowitz and Lara Aryani are Partners at Shearman & Sterling LLP. In 2022, there was a significant increase in the number of E&S proposals that were put to a vote in comparison with 2021 (from 47% to 59%).

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Harvard Corporate Governance

AUGUST 22, 2022

Posted by John Borneman, Jennifer Teefey, and Matthew Mazzoni, Semler Brossy Consulting Group LLC, on Monday, August 22, 2022 Editor's Note: John Borneman is Managing Director, and Jennifer Teefey and Matthew Mazzoni are Senior Associates at Semler Brossy Consulting Group LLC. Teefey, Mr.

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Harvard Corporate Governance

JUNE 16, 2022

Posted by Jason Frankl and Brian Kushner, FTI Consulting, on Thursday, June 16, 2022 Editor's Note: Jason Frankl and Brian Kushner are Senior Managing Directors at FTI Consulting. This post is based on their FTI Consulting memorandum. Strine, Jr. discussed on the Forum here ). Introduction and Market Update.

Marketability 307

Marketability Technology 307

Harvard Corporate Governance

DECEMBER 16, 2022

Posted by the Harvard Law School Forum on Corporate Governance, on Friday, December 16, 2022 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of December 9-15 2022. Securities and Exchange Commission, on Friday, December 9, 2022. Preparing your 2022 Form 20-F.

Compliance 250

Compliance Finance 250

Harvard Corporate Governance

AUGUST 25, 2022

Posted by June Hu, Melissa Sawyer, and Marc Treviño, Sullivan & Cromwell LLP, on Thursday, August 25, 2022 Editor's Note: June Hu is an associate, and Melissa Sawyer and Marc Treviño are partners at Sullivan & Cromwell LLP. We will also host our annual webinar in September to discuss 2022 proxy season developments.

Market Capitalization 278

Market Capitalization Marketability 278

Harvard Corporate Governance

APRIL 17, 2022

Posted by Maureen Bujno, Krista Parsons and Kimia Clemente, Deloitte LLP, on Sunday, April 17, 2022 Editor's Note: Maureen Bujno is Managing Director, Krista Parsons is Managing Director and Audit Committee Programs Leader, and Kimia Clemente is Senior Manager at at the Center for Board Effectiveness, Deloitte & Touche LLP.

Finance 324

Finance Technology 324

Harvard Corporate Governance

JANUARY 5, 2023

Posted by John Rodi, KPMG LLP, on Thursday, January 5, 2023 Editor's Note: John Rodi is the leader of the KPMG Board Leadership Center (BLC). This post is based on his KPMG memorandum. On the heels of the pandemic, CEOs are now facing another turbulent period.

Technology 328

Technology 328

Harvard Corporate Governance

MAY 11, 2023

In this post we examine these recent trends in board diversity and other developments in 2022, with a particular focus on efforts to increase racial and ethnic board diversity. For the 2022 proxy season, which generally ran from July 1, 2021 through June 30, 2022, 146 of the SV 150 companies filed proxy statements.

Technology 242

Technology 242

Harvard Corporate Governance

JANUARY 25, 2023

This post is based on the Securities and Exchange Commission’s Strategic Plan for FY 2022 through FY 2026. Securities and Exchange Commission, on Wednesday, January 25, 2023 Editor's Note: Gary Gensler is Chair of the U.S. Securities and Exchange Commission.

Finance 298

Finance Banking Marketability Technology 298

Harvard Corporate Governance

AUGUST 23, 2022

Halfway through 2022, there have been 51 CFO transitions within the S&P 500, bringing turnover to 10% year to date. We found that, while turnover was indeed down in the first half of 2022, multiple trends are suggesting that turnover will be on the rise in the second half of the year. Trending CFO Turnover. more…).

Marketability 275

Marketability 275

Harvard Corporate Governance

OCTOBER 23, 2022

Posted by Brigid Rosati, Kilian Moote, Rajeev Kumar, Michael Maiolo, Georgeson LLC, on Sunday, October 23, 2022 Editor's Note: Brigid Rosati is Managing Director of Business Development; Rajeev Kumar is Senior Managing Director; Kilian Moote is Managing Director; and Michael Maiolo is a Senior Institutional Analyst at Georgeson. METHODOLOGY.

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Harvard Corporate Governance

DECEMBER 27, 2022

Solomon, Robin Bergen, Tom Bednar, Cleary Gottlieb Steen & Hamilton LLP, on Tuesday, December 27, 2022 Editor's Note: Robin Bergen and Matthew C. Solomon are partners and Tom Bednar is counsel at Cleary Gottlieb Steen & Hamilton LLP. This post is based on a Cleary memorandum by Ms. billion in civil penalties.

Compliance 242

Compliance 242

Harvard Corporate Governance

DECEMBER 10, 2022

Llewellyn, Fenwick & West LLP, on Saturday, December 10, 2022 Editor's Note: David A. This post summarizes key developments relating to stockholder voting at annual meetings in the 2022 proxy season among the SV 150 and S&P 100. [1]. Bell is Partner and co-chair of Corporate Governance, and Ron C. Significant Findings.

Technology 246

Technology 246

Harvard Corporate Governance

FEBRUARY 16, 2023

Following the practice started during the COVID-19 pandemic, almost 92% of the SV150 opted to hold a virtual meeting in 2022 rather than a physical one. We noted the following key conclusions from our survey of SV150 corporate governance.

Technology 239

Technology 239

Harvard Corporate Governance

JULY 16, 2022

Posted by Maia Gez, Era Anagnosti, and Taylor Pullins, White & Case LLP, on Sunday, July 17, 2022 Editor's Note: Maia Gez , Era Anagnosti , and Taylor Pullins are partners at White & Case LLP. Survey of ESG Disclosure—2020 to 2022. Climate-Related Disclosure Takes the Spotlight in 2022. more…).

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Harvard Corporate Governance

DECEMBER 30, 2022

Bandy, Raquel Fox, and Andrew Hanson, Skadden, Arps, Slate, Meagher & Flom LLP, on Friday, December 30, 2022 Editor's Note: Anita B. billion in penalties in enforcement actions in 2022, nearly three times the figure in 2021. This post is based on a Skadden memorandum by Ms. Hanson, and Leo W. The SEC collected a record $4.2

Compliance 341

Compliance 341

Harvard Corporate Governance

JULY 14, 2022

Posted by Anna Restuccia (Harvard Law School), on Thursday, July 14, 2022 Editor's Note: This post provides the text of the complaint filed in on July 12, 2022 by Twitter in its widely-followed case against Elon Musk. This post is part of the Delaware law series ; links to other posts in the series are available here.

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361

Harvard Corporate Governance

JULY 5, 2022

Percentage of directors saying they “always” or “often” observed their board chair demonstrating the specific behavior. more…).

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328

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. We saw that when we looked at how Gold Medal Boards focus their time in 2019, and we see it again in 2022. more…).

Compliance 328

Compliance 328

Harvard Corporate Governance

NOVEMBER 28, 2022

Posted by Maria Castañón Moats, Paul DeNicola, Colin Wittmer, PricewaterhouseCoopers LLP, on Monday, November 28, 2022 Editor's Note: Maria Castañón Moats is Leader, Paul DeNicola is Principal, and Colin Wittmer is Deals Leader at PricewaterhouseCoopers LLP. This post is based on their PwC memorandum. Introduction.

Marketability 301

Marketability Equity 301

Harvard Corporate Governance

OCTOBER 1, 2022

Rhee (University of Florida), on Friday, September 30, 2022 Editor's Note: Robert J. forthcoming 2022), I provide empirical support for the hypothesis that, despite the law’s purported aspiration for efficiency, inter-state differences in state corporate law have no basis in efficiency. Posted by Robert J. Rhee is John H.

Firm Value 358

Firm Value 358

Harvard Corporate Governance

JULY 17, 2022

Source: Russell Reynolds Associates’ 2022 Global Board Culture and Director Behaviors Survey. Our research shows that 73% of boards are discussing sustainability strategy at least once per year, and 65% of directors say their board is making a genuine commitment to sustainability. How often does your full board review…” N=956.

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312

Harvard Corporate Governance

MAY 19, 2022

Posted by Benjamin Colton and Robert Walker, State Street Global Advisors, on Thursday, May 19, 2022 Editor's Note: Benjamin Colton is Global Head of Asset Stewardship (Voting & Engagement), and Robert Walker is the Global Head of Asset Stewardship (Strategy), at State Street Global Advisors. This post is based on their SSgA memorandum.

Marketability 277

Marketability 277

Harvard Corporate Governance

JULY 10, 2022

Posted by Michael White and Ana Rocha, Kekst CNC, on Sunday, July 10, 2022 Editor's Note: Michael White is a Senior Consultant and Ana Rocha is an Associate at Kekst CNC. In this second edition, we evaluated 302 posts across LinkedIn and Twitter from 1 st January 2022 to 31 st March 2022. Strine, Jr.

Marketability 287

Marketability 287

Harvard Corporate Governance

JUNE 28, 2022

Source: Russell Reynolds Associates’ 2022 Global Board Culture and Director Behaviors Survey. In fact, on every single one of the 28 measures of culture and behavior we reviewed, Gold Medal Board directors outperform their peers—sometimes by significant levels. Let’s take a look: Director Communication. more…).

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290

Harvard Corporate Governance

JUNE 13, 2022

Posted by Molly Stutzman, Laura Thornton, and Matthew Nestler, JUST Capital, on Monday, June 13, 2022 Editor's Note: Molly Stutzman is Analyst of Corporate Research, Laura Thornton is Junior Analyst, and Matthew Nestler is Senior Manager of Workplace Policies Research at JUST Capital. This post is based on their JUST Capital memorandum.

Equity 317

Equity 317

Harvard Corporate Governance

MARCH 22, 2023

private equity showed resilience in 2022. Although fundraising similarly slowed, sponsors still closed 2022 with approximately $2 trillion in dry powder. We review below some of the key themes that drove private equity deal activity in 2022 and our expectations for 2023. trillion in 2021 to $1.4 Public buyout boom continues.

Equity 240

Equity Finance Marketability 240

Harvard Corporate Governance

OCTOBER 8, 2022

Schuette, Mayer Brown LLP, on Saturday, October 8, 2022 Editor's Note: Laura D. rulemaking, based on the US Securities and Exchange Commission’s (SEC) spring 2022 regulatory agenda (SEC Regulatory Agenda), [1] that potentially could impact the 2023 or subsequent proxy seasons. Posted by Laura D. Richman, Jennifer J. more…).

Compliance 257

Compliance 257

Harvard Corporate Governance

JUNE 20, 2022

Posted by Kavya Vaghul and Ashley Marchand Orme, JUST Capital, on Monday, June 20, 2022 Editor's Note: Kavya Vaghul is Senior Director of Research and Ashley Marchand Orme is Director of Corporate Equity at JUST Capital. This post is based on a JUST Capital memorandum by Ms. Vaghul, Ms.

Equity 338

Equity 338

Harvard Corporate Governance

AUGUST 12, 2022

Posted by Kurt Harrison, Sarah Galloway, and Emily Meneer, Russell Reynolds Associates, on Friday, August 12, 2022 Editor's Note: Kurt Harrison is co-head of the Global Sustainability Practice, Sarah Galloway is a Consultant, and Emily Meneer is a Global Knowledge Leader at Russell Reynolds Associates.

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315

Harvard Corporate Governance

MAY 24, 2022

Kay, Mike Kesner, and Joadi Oglesby, Pay Governance LLC, on Tuesday, May 24, 2022 Editor's Note: Ira T. 1] If this level of inclusion holds for all of 2022, it would represent a significant increase from 2021 when 52% of the S&P 500 reported ESG metrics. Posted by Ira T. This post is based on their Pay Governance memorandum.

Total Shareholder Return 298

Total Shareholder Return 298

Harvard Corporate Governance

JANUARY 7, 2023

After a record-shattering year for M&A in 2021, a crescendo that built over a decade, powered by unique pandemic conditions, 2022 was, statistically, a reversion to the mean. trillion in 2022, as against $6.2 trillion annually over the prior ten years (in 2022 dollars). Average, however, 2022 was anything but.

Finance 250

Finance 250

Harvard Corporate Governance

OCTOBER 13, 2022

Posted by Martha Carter, Matt Filosa, and Rhea Brennan, Teneo , on Thursday, October 13, 2022 Editor's Note: Martha Carter is Vice Chairman & Head of Governance Advisory, Matt Filosa is Senior Managing Director, and Rhea Brennan is Vice President at Teneo. This post is based on a Teneo memorandum by Ms. Carter, Mr. Filosa, Ms.

Marketability 267

Marketability 267

Harvard Corporate Governance

JUNE 24, 2022

Sonnenfeld (Yale School of Management), on Friday, June 24, 2022 Editor's Note: Jeffrey A. Posted by Jeffrey A. Sonnenfeld is the Lester Crown Professor in the Practice of Management at the Yale School of Management. This post is based on a recent paper by Prof. discussed on the Forum here ), all by Lucian A. Introduction and Methodology.

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360

Harvard Corporate Governance

APRIL 4, 2022

Posted by Holly Pettingale, Stéphane de Maupeou, and Peter Reilly, FTI Consulting, on Monday, April 4, 2022 Editor's Note: Holly Pettingale is Director and Stéphane de Maupeou and Peter Reilly are Senior Directors at FTI Consulting. This post is based on an FTI Consulting memorandum by Ms.

Start-ups 340

Start-ups Finance Marketability 340

Harvard Corporate Governance

OCTOBER 10, 2022

Posted by Heather Horn, Valerie Wieman, and Andreas Ohl, PricewaterhouseCoopers LLP, on Monday, October 10, 2022 Editor's Note: Heather Horn, Valerie Wieman, and Andreas Ohl are partners at PricewaterhouseCoopers LLP. This post is based on their PwC memorandum.

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360

Harvard Corporate Governance

APRIL 26, 2023

The number of shareholder proposals put forward in 2022 increased by roughly 9% over 2021. [1] The number of shareholder proposals put forward in 2022 increased by roughly 9% over 2021. [1] 3] The Changing Face of Dedicated Activism Returns for activist funds as a group were down significantly in 2022. 6] (more…)

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