Harvard Corporate Governance

NOVEMBER 24, 2023

Normal 0 false false false false EN-US X-NONE X-NONE This report documents corporate governance trends and developments at US publicly traded companies—including information on board composition and diversity, the profile and skill sets of directors, and policies on their election, removal, and retirement.

Equity 322

Equity 322

Harvard Corporate Governance

JULY 17, 2024

The Supreme Court agreed to answer two significant questions, both of which have very real consequences for businesses facing securities fraud litigation: (1) whether plaintiffs seeking to allege a strong inference of scienter under the Private Securities Litigation Reform Act (PSLRA)—a rigorous and formidable burden—based on allegations about internal (..)

218

218

IVSC

JULY 11, 2024

Key Themes The Agenda Consultation document highlights several key themes for consideration: Environmental, Social, and Governance (ESG): Recognising the growing importance of ESG factors in valuation, this topic explores how these elements impact valuation processes and the need for additional standards.

Technology 189

Technology Intangible Assets Business Valuation 189

Financial Times M&A

FEBRUARY 6, 2025

Spanish shipbuilder upped its bid from 64mn as UK government sought rescue for Titanic builder

70

70

Viking Mergers

MARCH 25, 2022

This document outlines the details of the offer, including the offered purchase price, the payment terms, the training and transition period, any required employment or non-compete terms for you (the Seller) and potentially key employees, and any other conditions related to the offer. #10 12 Prepare Closing Documents. 13 Closing.

Business Valuation 245

Business Valuation Marketability EBITDA Finance 245

Harvard Corporate Governance

SEPTEMBER 24, 2023

The Mandatory Audits provision for private funds and the Written Annual Review requirement to document annual compliance reviews under Rule 206(4)-7. The New Rules also add books and records requirements to document compliance. Requirements for advisers when undertaking Adviser-Led Secondaries. more…)

Compliance 210

Compliance 210

IVSC

AUGUST 29, 2024

The subscription-based IVS Online platform will remain an important resource, providing access to a comprehensive archive of previous editions, translated documents, red-line versions, and thought leadership materials.

Marketability 246

Marketability Intangible Assets Business Valuation 246

Harvard Corporate Governance

JUNE 24, 2022

The list has been, and continues to be, continually updated with new additions and new announcements by the first author’s team of two dozen experts with diverse backgrounds in financial analysis, economics, accounting, strategy, governance, geopolitics, and Eurasian affairs; with collective fluency in ten languages including Russian, Ukrainian, German, (..)

360

360

Harvard Corporate Governance

FEBRUARY 2, 2024

Using detailed holding data of mutual funds, our paper first documents a rising trend in mutual fund dual holdings of U.S. Consequently, fund families managing both equity and bond funds are more likely to hold stocks and bonds from the same company simultaneously (“dual holdings”). publicly traded firms.

Corporate Finance 284

Corporate Finance Finance Equity Marketability 284

Harvard Corporate Governance

JANUARY 15, 2023

Properly documenting the board’s deliberative process takes on heightened significance for “mission-critical matters” such as major deals, oversight of monoline businesses or significant revenue flows, or catastrophic events, where board actions may be the subject of stockholder litigation.

225

225

Harvard Corporate Governance

MARCH 22, 2022

One of these documents is the “Chief Legal Officer Survey” published annually by the Association of Corporate Counsel (“ACC”). The other document is the survey, “General Counsel in the Boardroom”, from a partnership of Diligent Corporation and Corporate Counsel.

189

189

Harvard Corporate Governance

JULY 16, 2022

Denner provides a useful reminder of the importance of documenting board meetings, updates, and communications in formal corporate board documents, as they will likely later be part of the record on any motion to dismiss in a direct or derivative action. Vice Chancellor Laster’s recent opinion in Goldstein v.

189

189

Harvard Corporate Governance

MARCH 12, 2024

2023) document, buy-and-hold investors realize negative post-merger returns while those who redeem their shares optimally at the time of the merger realize significant excess returns. In 2021, the U.S. witnessed an exceptional boom in SPAC deals, with 613 IPOs raising over $161 billion. As Ghang et al.

225

225

Harvard Corporate Governance

DECEMBER 2, 2022

But, for the purposes of this document, the term refers to the efforts of any investor to leverage their rights and privileges as an owner to change a company’s practices or strategy. For many people, the phrase may conjure images of hedge funds waging proxy battles as they try to win control of their target’s board.

Marketability 321

Marketability 321

IVSC

JANUARY 24, 2024

This substantial update includes new chapters on Data & Inputs, Documentation, and Financial Instruments , alongside a reordered General Standards section that more accurately reflects the modern valuation process. Documentation Updated requirements for comprehensive record-keeping in line with national standards and regulations.

Intangible Assets 279

Intangible Assets Compliance Marketability Banking 279

Harvard Corporate Governance

DECEMBER 3, 2022

Furthermore, only nine, or 18%, and five, or 10%, of the companies had provided disclosure in their proxy statements or standalone reports, respectively, with three companies providing disclosure in both documents. Five of the companies reviewed in 2022 provided ESG disclosure in both documents.

Compliance 209

Compliance 209

Harvard Corporate Governance

APRIL 15, 2024

In a new paper , I document extensive activist short involvement in the WBP, show why this involvement may undermine deterrence, and offer reforms. Considered separately, these are generally understood to be two valuable innovations that help detect and deter fraud. But, it turns out, they are not so separate.

Finance 206

Finance 206

Harvard Corporate Governance

MAY 10, 2022

Virtual capabilities and electronic documents are double-edged swords. McIntosh is consulting attorney at Wachtell, Lipton, Rosen & Katz. This post is based on their article , forthcoming in Directors and Boards Magazine.

Technology 188

Technology 188

Harvard Corporate Governance

DECEMBER 6, 2022

This year we’ve made noteworthy revisions in the following areas, which are summarized below but discussed in greater detail in the relevant section of this document: Board Diversity. Glass Lewis evaluates these guidelines on an ongoing basis and formally updates them on an annual basis. Gender Diversity.

225

225

Harvard Corporate Governance

SEPTEMBER 26, 2022

Great CEO succession starts with a success profile—a documented view of what your organization needs in its next CEO. How do you find high-potential candidates? And how do you nurture them to ensure they’re ready to step up when the time comes? Define what you need in a CEO.

Start-ups 236

Start-ups 236

Harvard Corporate Governance

SEPTEMBER 1, 2022

As you will see below, under the new rules, in most circumstances, nominating stockholders will not be required to prepare additional documents or follow an accelerated timeframe for nominations, as the required disclosures can be addressed in the nomination notice and proxy statement as submitted/filed on typical timeframes.

268

268

Harvard Corporate Governance

OCTOBER 9, 2022

Boards need to ensure that they are devoting enough attention to risks and compliance and carefully document their oversight efforts. Directors’ fiduciary duty of loyalty to the company and its stockholders includes a duty to oversee the company’s operations.

Compliance 244

Compliance 244

Harvard Corporate Governance

SEPTEMBER 16, 2022

As an initial point, individualized indemnification agreements offer several advantages over any indemnification provisions in organizational documents, as outlined below. In fact, looking to the company for indemnification vis-à-vis its charter provisions and indemnification agreements is generally the first line of defense.

Marketability 225

Marketability 225

Harvard Corporate Governance

JULY 25, 2022

They have also increasingly turned to books-and-records demands, seeking company documents and other information. Despite recent dismissals of securities claims challenging ESG-related disclosures, plaintiffs remain undeterred, filing amended complaints alleging fraud and breach of fiduciary duty claims.

229

229

Harvard Corporate Governance

OCTOBER 24, 2023

While the average stock price reaction to CEO deaths is small, we document large negative reactions to many deaths and large positive ones to many others. Analyzing 449 CEO deaths in publicly traded US firms between 1980 and 2012, we find striking heterogeneity in the shareholder value effects of CEO deaths.

Finance 239

Finance Firm Value Technology 239

Harvard Corporate Governance

AUGUST 20, 2023

The federal government on July 13 launched the implementation plan for its National Cybersecurity Strategy , just four months after releasing the strategy document — an unheard-of pace. This post is based on their PwC memorandum.

189

189

Harvard Corporate Governance

NOVEMBER 2, 2022

This document summarizes the findings of the ISS 2022 Global Benchmark Policy Survey, which opened on August 3 and closed on Aug. This post is based on an ISS Corporate Solutions publication by Kathy Belyeu, Michael Ellis, Hailey Knowles, and Renata Schmitt Silva. Overview of Process and Response.

176

176

Appraisers Blog

AUGUST 16, 2024

Every instance of such behavior should be sent documented to your state board. All any of them ever needed to do is issue audits, request company policy documents, or step in there with an actual appraiser to document the ongoing illegal behavior. In reply to Joseph. The regulators at every level are asleep at the wheel.

Appraisal 98

Appraisal 98

Harvard Corporate Governance

JANUARY 16, 2024

Corporate policies have evolved from relatively informal internal documents meant primarily for employees into critical sources of information for various stakeholders and government authorities. more…)

Compliance 167

Compliance 167

Harvard Corporate Governance

SEPTEMBER 14, 2024

Although portability has not been a common feature of loan documentation, during the past 12 months, private equity sponsors have increasingly looked to take advantage of portable debt facilities to support M&A transaction flow. This post is based on their White & Case memorandum. more…)

Equity 111

Equity Marketability 111

Harvard Corporate Governance

AUGUST 24, 2022

Private fund sponsors will also be affected, namely, they will need to (i) evaluate whether the QPAM Exemption remains available, if a fund holds “plan assets,” and, if not, whether an alternative exemption may be available, (ii) revise, as necessary, subscription and offering documents that refer to the QPAM Exemption, and (iii) consider whether any (..)

210

210

Harvard Corporate Governance

JUNE 4, 2022

Very often, these protocols are controlled not by a central managerial authority or corporate organizational documents, but rather by a diffuse group that governs the protocol by referendum, in accordance with parameters built into the computer code.

Marketability 250

Marketability Technology 250

Harvard Corporate Governance

DECEMBER 13, 2022

Our articles identified, analyzed, and documented two agency distortions that afflict these choices. These articles have attracted a number of responses and challenges, including from high-level officers of the Big Three and a significant number of prominent academics.

Finance 240

Finance 240

IVSC

MAY 2, 2023

Additions or expansions to requirements for data and inputs, valuation models, quality controls, and documentation. Key updates proposed in the Exposure Draft include: A more structured approach aligned with the valuation process. Reorganisation of certain requirements and information to improve applicability, readability, and flexibility.

Marketability 240

Marketability Technology 240

Harvard Corporate Governance

AUGUST 28, 2023

The performance of non-US limited partners may differ from what has been documented for US limited partners for various reasons, such as differences in access to top performing funds, differences in skill or ability to select successful PE or VC fund general partners, and differences in fees.

Venture Capital Fund 189

Venture Capital Fund Equity Finance Marketability 189

Harvard Corporate Governance

OCTOBER 10, 2023

Preventive measures to fend off greenwashing suits include carefully reviewing and documenting product claims and training marketing staff to avoid unsubstantiated claims. Plaintiffs’ attorneys, animal rights groups and state attorneys general have increasingly filed greenwashing consumer class actions.

Marketability 207

Marketability 207

Harvard Corporate Governance

OCTOBER 4, 2023

Drawing on archival sources and other primary documents, I challenge three core assumptions that underlie standard accounts of SecReg’s “founding” moment. In a new paper, “ The Administrative Origins of Mandatory Disclosure ,” I present a revisionist history of the origins of mandatory corporate disclosure. more…)

Equity 201

Equity 201