Harvard Corporate Governance

FEBRUARY 3, 2024

The 2023 edition is divided into four main chapters: 1) global markets, corporate ownership and sustainability; 2) the corporate governance and institutional framework; 3) the rights of shareholders and key ownership functions; and 4) the corporate board of directors.

Marketability 297

Marketability 297

Harvard Corporate Governance

SEPTEMBER 3, 2023

Posted by Matthew Mazzoni and Jennifer Teefey, Semler Brossy LLC, on Sunday, September 3, 2023 Editor's Note: Matthew Mazzoni is a Consultant and Jennifer Teefey is a Senior Associate Consultant at Semler Brossy LLC. This post is based on a report with data provided by ESGAUGE by Mr. Mazzoni, Ms.

Marketability 297

Marketability 297

Harvard Corporate Governance

JANUARY 14, 2024

After years of buzz in business circles, ESG seemed to have lost some of its shine in 2023. Investor demand for ESG products cooled, as the third quarter of 2023 saw the fourth consecutive quarter of net outflows from sustainable funds in the United States. Bebchuk, Kobi Kastiel, and Roberto Tallarita. more…)

321

321

Harvard Corporate Governance

JUNE 28, 2023

Posted by Amanda Buthe, Rajeev Kumar, and Kilian Moote, Georgeson LLC, on Wednesday, June 28, 2023 Editor's Note: Amanda Buthe is a Director, Rajeev Kumar is a Senior Managing Director and Kilian Moote is a Managing Director at Georgeson LLC. This post is based on a Georgeson memorandum by Ms. in 2022 to 6.2%

Equity 235

Equity 235

Harvard Corporate Governance

MARCH 22, 2023

Posted by Martha Carter, Orson Porter, and Matt Filosa, Teneo, on Wednesday, March 22, 2023 Editor's Note: Martha Carter is Vice Chair & Head of Governance Advisory, Matt Filosa and Orson Porter are Senior Managing Directors at Teneo. This post is based on a Teneo memorandum by Ms.

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257

Harvard Corporate Governance

JUNE 1, 2023

Posted by Heidi Welsh, Sustainable Investment Institute, on Thursday, June 1, 2023 Editor's Note: Heidi Welsh is the Executive Director at the Sustainable Investments Institute. Only eight such proposals went to votes in 2021 but more than four dozen are on track for votes in 2023.

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250

Harvard Corporate Governance

SEPTEMBER 20, 2023

Posted by Jason Booth, Will Arnot, and Miles Rogerson, Diligent Institute, on Wednesday, September 20, 2023 Editor's Note: Jason Booth is an Editorial Manager, Will Arnot is a Senior Editorial Specialist, and Miles Rogerson is a Financial Journalist at Diligent Market Intelligence.

Marketability 223

Marketability 223

IVSC

MAY 2, 2023

Now in its third year, the IVSC is pleased to present the 2023 Valuation Webinar Series, Sponsored by Kroll, taking place from 7-15 June 2023. Join us for the 2023 IVSC Valuation Webinar Series, Sponsored by Kroll and be part of the global conversation shaping the future of valuation. BST / 8:00 a.m.–9:30 EDT Register here.

Banking 246

Banking Marketability 246

Harvard Corporate Governance

JANUARY 29, 2024

Our 2023 Silicon Valley 150 Corporate Governance Report reviews the corporate governance practices and disclosures of the Valley’s largest public companies. Posted by Richard Blake, Wilson Sonsini Goodrich & Rosati, on Monday, January 29, 2024 Editor's Note: Richard Blake is a Partner at Wilson Sonsini Goodrich & Rosati.

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217

Harvard Corporate Governance

NOVEMBER 24, 2023

Posted by Merel Spierings, The Conference Board, on Friday, November 24, 2023 Editor's Note: Merel Spierings is Senior Researcher at The Conference Board ESG Center in New York.

Equity 325

Equity 325

Harvard Corporate Governance

JULY 17, 2023

Lee, and Ari Weinberg, KPMG LLP, on Monday, July 17, 2023 Editor's Note: Claudia H. Posted by Claudia H. Allen, Patrick A. Allen and Patrick A. Lee are Senior Advisors, and Ari Weinberg is a Director at KPMG’s Board Leadership Center. This post is based on their KPMG memorandum.

Equity 235

Equity 235

Harvard Corporate Governance

NOVEMBER 7, 2023

Llewellyn, Fenwick & West LLP, on Tuesday, November 7, 2023 Editor's Note: Normal 0 false false false EN-US JA AR-SA David A. This post summarizes key developments relating to stockholder voting at annual meetings in the 2023 proxy season among the SV 150 and S&P 100. [1] This post is based on their Fenwick memorandum.

Technology 214

Technology 214

Harvard Corporate Governance

FEBRUARY 15, 2024

Incorporate Lessons Learned From the 2023 Say-on-Pay Votes and Compensation Disclosures Companies should consider their recent annual say-on-pay votes and best practices for disclosure when designing their compensation programs and communicating about those programs to shareholders.

Equity 305

Equity 305

Harvard Corporate Governance

NOVEMBER 4, 2023

Posted by Keith Halverstam, Maj Vaseghi, and Jenna Cooper, Latham & Watkins LLP, on Saturday, November 4, 2023 Editor's Note: Keith Halverstam , Maj Vaseghi , and Jenna Cooper are Partners at Latham & Watkins LLP. This post is based on a Latham memorandum by Mr. Halverstam, Ms. Vaseghi, Ms. Adopting a Clawback Policy 1.

Compliance 273

Compliance 273

Harvard Corporate Governance

FEBRUARY 11, 2023

Cunningham, Mayer Brown LLP, on Saturday, February 11, 2023 Editor's Note: Lawrence A. Pileggi Distinguished Lecture in Law at Delaware Law School on February 10, 2023. Posted by Lawrence A. Cunningham is Special Counsel at Mayer Brown LLP, Principal of the Quality Shareholders Group and Henry St.

347

347

Harvard Corporate Governance

NOVEMBER 16, 2023

Posted by Subodh Mishra, Institutional Shareholder Services, on Thursday, November 16, 2023 Editor's Note: Subodh Mishra is Global Head of Communications at Institutional Shareholder Services (ISS) Inc. Hispanic Director Representation Remains Low As of September 2023, Hispanic/Latin American directors account for 3.6% Strine, Jr.

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296

Harvard Corporate Governance

MAY 21, 2023

Posted by Chris Goolgasian and Cheryl Duckworth, Wellington Management, on Sunday, May 21, 2023 Editor's Note: Chris Goolgasian is Director of Climate Research and Cheryl Duckworth is Head of Sustainable Investment at Wellington Management. This post is based on their Wellington memorandum.

Equity 312

Equity 312

Harvard Corporate Governance

JUNE 26, 2024

As of May 31, 2024, according to data collected for The Conference Board by ESG data analytics firm ESGAUGE, the number of DEI-related shareholder proposals going to a vote in the Russell 3000 have almost doubled compared to the same period in 2023 (from 13 in 2023 to 25 in 2024). more…)

Equity 274

Equity 274

Harvard Corporate Governance

NOVEMBER 6, 2023

Posted by Subodh Mishra, Institutional Shareholder Services, on Monday, November 6, 2023 Editor's Note: Subodh Mishra is Global Head of Communications at Institutional Shareholder Services (ISS) Inc. This post is based on an ISS Corporate Solutions memorandum by Liam Hardy, Senior Associate, ISS Corporate Solutions.

Technology 335

Technology 335

Harvard Corporate Governance

JUNE 4, 2024

To explore how executives perceive board performance today, PwC and The Conference Board conducted our fourth annual survey of more than 600 public company C-suite executives in the fall of 2023. more…)

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321

Harvard Corporate Governance

JUNE 29, 2023

Cifrino, McDermott Will & Emery LLP, on Thursday, June 29, 2023 Editor's Note: David A. New regulations expected to be adopted in 2023 will result in exponential growth in the amount of environmental, social and governance (ESG), i.e., sustainability, data generated by reporting companies and available to investors. Strine, Jr.;

Technology 325

Technology 325

Harvard Corporate Governance

MARCH 25, 2023

Posted by Pat Tucker and Garrett Muzikowski, FTI Consulting, on Saturday, March 25, 2023 Editor's Note: Pat Tucker is a Senior Managing Director and Garrett Muzikowski is a Director at FTI Consulting. Understanding if, and how, stewardship engagement and voting behavior changes will be crucial in 2023.

267

267

Harvard Corporate Governance

OCTOBER 15, 2023

Posted by Amy Rojik, BDO, on Sunday, October 15, 2023 Editor's Note: Amy Rojik is Director and Founder of the BDO Center for Corporate Governance. Our latest Spring 2023 BDO Board Pulse Survey highlights several evolving risk areas during ongoing economic uncertainty. This post is based on her BDO memorandum. more…)

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252

Harvard Corporate Governance

NOVEMBER 19, 2023

Posted by Meaghan Kelly, David Blass and Michael Osnato, Simpson Thacher & Bartlett LLP, on Sunday, November 19, 2023 Editor's Note: Meaghan Kelly , David Blass , and Michael Osnato are Partners at Simpson Thacher & Bartlett LLP. This post is based on a Simpson Thacher memorandum by Ms.

Marketability 234

Marketability 234

Harvard Corporate Governance

APRIL 10, 2023

Walters, McDermott Will & Emery LLP, on Monday, April 10, 2023 Editor's Note: Justin P. Murphy , Julian L. André , and Sarah E. Walters are partners at McDermott Will & Emery LLP. This post is based on their MWE memorandum.

Compliance 257

Compliance 257

Harvard Corporate Governance

MARCH 14, 2023

on Tuesday, March 14, 2023 Editor's Note: Subodh Mishra is Global Head of Communications at Institutional Shareholder Services. Posted by Subodh Mishra, Institutional Shareholder Services, Inc.,

329

329

Harvard Corporate Governance

DECEMBER 30, 2023

Posted by Matt DiGuiseppe, Maria Moats, and Gregory Johnson, PricewaterhouseCoopers LLP, on Saturday, December 30, 2023 Editor's Note: Matt DiGuiseppe is a Managing Director, Maria Moats is a Leader, and Gregory Johnson is a Director at the Governance Insights Center, PricewaterhouseCoopers LLP. This post is based on their PwC report.

279

279

Harvard Corporate Governance

JANUARY 21, 2023

Posted by Maria Castañón Moats, Paul DeNicola, Catie Hall, PricewaterhouseCoopers LLP, on Saturday, January 21, 2023 Editor's Note: Maria Castañón Moats is Leader, Paul DeNicola is a Principal, and Catie Hall is a Director at the Governance Insights Center at PricewaterhouseCoopers LLP. This post is based on their PwC memorandum.

352

352

Harvard Corporate Governance

MAY 26, 2023

Rosenthal, and Christopher Soares, Dechert LLP, on Friday, May 26, 2023 Editor's Note: Jonathan H. Securities and Exchange Commission (the “SEC”) announced on April 28, 2023, that it has reopened the comment period for its February 2022 Modernization of Beneficial Ownership Reporting rule proposal (the “Proposed Rule”). Jackson Jr.,

Equity 242

Equity 242

Harvard Corporate Governance

OCTOBER 25, 2023

Posted by Jordi Canals (IESE Business School), on Wednesday, October 25, 2023 Editor's Note: Jordi Canals is Professor of Strategic Management and the holder of Fundación IESE Chair in Corporate Governance at IESE Business School. This post is based on his book. Disney’s board of directors fired CEO Bob Chapek on November 20, 2022.

Compliance 312

Compliance Technology Equity Marketability 312

Harvard Corporate Governance

SEPTEMBER 1, 2023

Posted by Nathan Williams, Jamie McGough, and Donald Kalfen, Meridian Compensation Partners, on Friday, September 1, 2023 Editor's Note: Nathan Williams is a Lead Consultant, and Jamie McGough and Donald Kalfen are Partners at Meridian Compensation Partners. This post is based on their Meridian Compensation Partners memorandum.

278

278

Harvard Corporate Governance

SEPTEMBER 25, 2023

Posted by Jonathan Barnett (USC Gould School of Law), on Monday, September 25, 2023 Editor's Note: Jonathan Barnett is a Professor of Law at USC Gould School of Law. In May 2023, the European Union’s Digital Markets Act went into force, which requires the largest technology platforms to report all acquisitions of firms in digital markets.

Technology 235

Technology Marketability 235

Harvard Corporate Governance

JUNE 25, 2024

Executive Summary Key trends to emerge from ESG engagements in 2023 and Q1 2024. In 2023, 76.2% voluntarily disclosed Scope 3 emissions in 2022 and/or 2023, while 65.7% Arnot, and Kira Ciccarelli. of the 3,000 largest U.S. companies mentioned climate change as a risk in their 10-K reporting, up from 68.2% a year prior.

Marketability 189

Marketability 189

Harvard Corporate Governance

MAY 18, 2023

Levin, The Activist Investor, on Thursday, May 18, 2023 Editor's Note: Michael R. He also proposed reversing any bylaw amendments from 2023, which the ZVRA BoD could have approved but not disclosed to shareholders. Posted by Michael R. Levin is founder and editor of The Activist Investor. This post is based on his TAI piece.

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277

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