Sat.May 28, 2022 - Fri.Jun 03, 2022

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CEO Pay Proposals Face Growing Investor Disapproval

Harvard Corporate Governance

Posted by Subodh Mishra, Institutional Shareholder Services, Inc., on Friday, June 3, 2022 Editor's Note: Subodh Mishra is Global Head of Communications at Institutional Shareholder Services, Inc. This post is based on an ISS memorandum by Brian Johnson, Executive Director at ISS Corporate Solutions. Related research from the Program on Corporate Governance includes Paying for Long-Term Performance by Lucian Bebchuk and Jesse Fried (discussed on the Forum here ); and The CEO Pay Slice by Lucia

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Perspectives Paper: Human Capital

IVSC

In Part 1 of our series , we examined the Case for Realigning Reporting Standards with Modern Value Creation. While long acknowledged as a challenge of common accounting frameworks and related financial reporting regimes, a tipping point has seemingly been reached. The debate has shifted from why the problem should be addressed, to what should be done and how it can be implemented.

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Failure is not an option: Increasing the chances of achieving net zero

Mckinsey and Company

Countries and companies globally are taking action to pursue net-zero emissions, but their plans could easily be derailed by myriad factors. Here are some considerations for helping to keep them on track.

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Tata Motors Acquires This US Auto Major's India Plant

Benzinga

Tata Motors Limited (NYSE: TTM ) subsidiary Tata Passenger Electric Mobility Limited (TPEML), has signed a Memorandum of Understanding (MOU) with the Government of Gujarat to acquire Ford Motor Co (NYSE: F ) Ford India Private Limited's (FIPL) vehicle manufacturing facility. Full story available on Benzinga.com.

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How to Leverage Intent Data for Better Outcomes

Speaker: Susan Spencer, Principal of Spencer Communications

Intent signal data can go a long way toward shortening sales cycles and closing more deals. The challenge is deciding which is the best type of intent data to help your company meet its sales and marketing goals. In this webinar, Susan Spencer, fractional CMO and principal of Spencer Communications, will unpack the differences between contact-level and company-level intent signals.

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Transparency Paves the Road to Net Zero

Harvard Corporate Governance

Posted by Subodh Mishra, Institutional Shareholder Services, Inc., on Monday, May 30, 2022 Editor's Note: Subodh Mishra is Global Head of Communications at Institutional Shareholder Services. This post is based on an ISS ESG memorandum by Viola Lutz. Related research from the Program on Corporate Governance includes The Illusory Promise of Stakeholder Governance by Lucian A.

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Decentralized Finance, Crypto Funds, and Value Creation in Tokenized Firms

Reynolds Holding

Decentralized Finance (DeFi) employs blockchain technology and smart contracts with the goal of enabling perfectly disintermediated financial markets. Despite the far-reaching ambition, DeFi markets are experiencing increasing intermediation recently, as a new type of intermediary, so-called Crypto Funds (henceforth, CFs), reintroduces centralized market structures.

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Golden shares: a tarnished solution that smacks of protectionism

Financial Times M&A

State shares take a toll in terms of performance and free markets

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Conducting Effective Board Assessments

Harvard Corporate Governance

Posted by Maria Moats, Paul DeNicola, and Catie Hall, PricewaterhouseCoopers LLP, on Thursday, June 2, 2022 Editor's Note: Maria Castañón Moats is Leader, Paul DeNicola is Principal, and Catie Hall is Director of the Governance Insights Center, PricewaterhouseCoopers LLP. This post is based on their PwC memorandum. Board and committee assessments are a critical part of driving continuous improvement in board performance.

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ESG Audit Checklist & Best Practices for 2022

Audit Board

Environment, Social, Governance (ESG) is a framework for assessing risks to a company’s operations related to large-scale, long-term environmental, social, and governance issues. ESG covers a wide range of issues, from environmental threats like climate change, to social issues related to diversity, equity, and inclusion, to social responsibility in investing and production, to governance issues related to executive pay and financial reporting.

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Addressing employee burnout: Are you solving the right problem?

Mckinsey and Company

Employers have invested unprecedented resources in employee mental health and well-being. With burnout at all-time highs, leaders wonder if they can make a difference. Our research suggests they can.

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Statement of Cash Flows vs. Cash Flow Statement

Speaker: Wayne Spivak - President and Chief Financial Officer of SBA * Consulting LTD, Industry Writer, and Public Speaker

The old adages that "cash is king" and "you can’t spend profits" still hold true today. But however well-known these sayings might be, it requires a change in mindset to properly implement a cash flow management system that predicts your business's runaway as accurately as possible. Key to this new mindset is understanding the difference between the Statement of Cash Flows, a historical look at the source and uses of cash, and the Cash Flow Statement, which uses transaction history and forward-l

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UK regulator orders Morrisons to keep McColl’s operations separate

Financial Times M&A

CMA issues temporary ruling while it considers full probe of supermarket chain’s takeover

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Revisiting the Board’s Oversight Role After In re: Boeing Co.

Harvard Corporate Governance

Posted by Cynthia Mabry, Kerry Berchem, and John Goodgame, Akin Gump Strauss Hauer & Feld LLP, on Wednesday, June 1, 2022 Editor's Note: Cynthia Mabry , Kerry Berchem and John Goodgame are partners at Akin Gump Strauss Hauer & Feld LLP. This post is based on their Akin Gump memorandum, and is part of the Delaware law series ; links to other posts in the series are available here.

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How banks can minimize risk: Lessons from a leading European bank

Avanade

Learn how banks can stay ahead of multiple, always-evolving risks that can impact their business with Avanade’s risk management solution on the Databricks Lakehouse platform.

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How to be a great 21st-century CEO

Mckinsey and Company

What do CEOs do? Why do they do it that way? And what matters most?

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Mastering Intent Data: Understanding its Importance & Best Practices

Speaker: Joe Apfelbaum, CEO of Ajax Union

In this webinar, Joe Apfelbaum, CEO of Ajax Union and business strategist, will take you through the ABCs of intent data. You'll learn how to effectively use it to drive business results, with practical tips on how to leverage both company and contact intent data to maximize your marketing efforts. Whether you're a seasoned marketer or just getting started, this webinar is a must-attend for anyone looking to stay ahead in the ever-evolving world of digital marketing.

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Bristol-Myers Squibb to acquire cancer drugmaker Turning Point for $4.1bn

Financial Times M&A

Deal is latest in a series of bolt-on acquisitions by pharmaceutical companies

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Corporate Governance Update: Solving the Board Composition Puzzle

Harvard Corporate Governance

Posted by David N. Katz and Laura A. McIntosh, Wachtell, Lipton, Rosen & Katz, on Tuesday, May 31, 2022 Editor's Note: David N. Katz is partner and Laura A. McIntosh is consulting attorney at Wachtell, Lipton, Rosen & Katz. This post is based on an article first published in the New York Law Journal. Related research from the Program on Corporate Governance includes Politics and Gender in the Executive Suite by Alma Cohen, Moshe Hazan, and David Weiss (discussed on the Forum here ); Wil

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Rising Star: Greenberg Traurig's Daniella G. Silberstein

Law 360 M&A

Greenberg Traurig LLP mergers and acquisitions shareholder Daniella G. Silberstein was part of a Greenberg team that closed a $16 billion merger between mortgage lender United Wholesale Mortgage and The Gores Group last year, which is one of the reasons she's been picked as one of Law360's Rising Stars this year.

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Carbon-neutral Hungary

Mckinsey and Company

Hungary’s path to net zero depends on the its ability to take action in seven economic sectors.

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IRS Highlights Shift to Electronic Filing of Form 5300 Determination Letter Applications

ThomsonReuters

IRS Employee Plans News (May 25, 2022). Available at [link]. A recent edition of the IRS’s employee plans newsletter summarizes the electronic submission requirements for Form 5300, Application for Determination for Employee Benefit Plan, as set forth in Revenue Procedure 2022-4 (see our Checkpoint article ). Electronic filing of Form 5300 is available beginning June 1, 2022, and required beginning July 1, 2022.

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ESG Task Force “Lifts the Vale” on Its Scrutiny of ESG Disclosures

Harvard Corporate Governance

Posted by Alexander May, Charles Riely, and Gabrielle Sigel, Jenner & Block LLP, on Tuesday, May 31, 2022 Editor's Note: Alexander May , Charles Riely , and Gabrielle Sigel are partners at Jenner & Block LLP. This post is based on their Jenner & Block memorandum. Related research from the Program on Corporate Governance includes The Illusory Promise of Stakeholder Governance by Lucian A.

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Accounting for Leases in 2022

LaPorte

In early 2016, the Financial Accounting Standards Board (FASB) released new guidance on how businesses should account for leases. That new standard went into effect… The post Accounting for Leases in 2022 first appeared on LaPorte.

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Author Talks: A new way to think about management

Mckinsey and Company

Predicting the future is impossible, but traditional business models try anyway. Roger Martin says management leaders need to revisit the whiteboard.

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Are Elon Musk and Twitter Trapped In a Bad Marriage?

NYT M&A

The billionaire Tesla C.E.O. seems to be stalling his acquisition of the social media platform — but these journalists think he has few paths out.

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Board Gatekeepers

Harvard Corporate Governance

Posted by Yaron Nili (University of Wisconsin), on Tuesday, May 31, 2022 Editor's Note: Yaron Nili is Associate Professor of Law and the Smith-Rowe Faculty Fellow in Business Law at the University of Wisconsin Law School. This post is based on his recent paper , forthcoming in the Emory Law Journal. Related research from the Program on Corporate Governance includes Independent Directors and Controlling Shareholders by Lucian Bebchuk and Assaf Hamdani (discussed on the Forum here ).

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IPOs Remain Muted As Lawyers Watch For Signs Of Activity

Law 360 M&A

Initial public offerings trudged through another tepid month in May, slowing the work pace for IPO lawyers and bankers, and a late spring surge does not appear likely even though select companies may brave waters in June and thereafter.

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Author Talks: Think digital

Mckinsey and Company

People have long worried about being replaced by machines, but Tsedal Neeley says the true threat to job security in the digital age is other humans—namely those who know how to use digital tools.

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Forbes abandons plans to list via Spac

Financial Times M&A

Media group’s intention to go public falters amid dwindling enthusiasm for blank-cheque vehicles

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The Modern State and the Rise of the Business Corporation

Harvard Corporate Governance

Posted by Taisu Zhang and John Morley (Yale Law School), on Wednesday, June 1, 2022 Editor's Note: Taisu Zhang and John Morley are Professors of Law at Yale Law School. This post is based on their recent paper , forthcoming in the Yale Law Journal. The two great institutions of modernity are the corporation and the state. Together, these twin behemoths account for much of the bureaucracy, market-based exchange, impersonal social interaction, centralized power, and formal equality that characte

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How to Write Goals: Writing Goals 101 in 2022 [with Examples]

Rhythm Systems

Successful SMART goal setting is an essential skill for both personal goals and your professional success. If you aren't writing goals for yourself, you're likely not making progress. However, research by the University of Scranton found that 92% of people who set New Year's resolutions never achieve them. Business goal achievement doesn't fare much better; 67% of great strategies fail due to poor execution.

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Navigating inflation in retail: Six actions for retailers

Mckinsey and Company

Retailers are facing the possibility of persistent inflation—but they can meet that challenge in ways that streamline operations, retain customers, and drive profitable growth.

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Elliott to sell Italy’s AC Milan football club to RedBird for €1.2bn

Financial Times M&A

Deal follows Serie A title win and caps turnround under activist investor’s ownership

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How Universal Proxy Card Notices Work

Harvard Corporate Governance

Posted by Michael R. Levin, The Activist Investor, on Wednesday, June 1, 2022 Editor's Note: Michael R. Levin is founder and editor of The Activist Investor. Related research from the Program on Corporate Governance includes Universal Proxies by Scott Hirst (discussed on the Forum here ). Like all good and sound SEC regulations, the one on Universal Proxy Cards (UPC) calls for some new notices—to shareholders, from the company, among activist investors, to the SEC, etc. etc.

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Key Performance Indicators for Employees in 2022: KPI Examples for Employee Performance

Rhythm Systems

It is no secret that your people are instrumental to the success of your business. In order to have a great company, you not only have to hire the right people and get them in the right seats as Jim Collins says, you also have to work to retain and engage those people once you have them. The best companies use key performance indicators for employees to drive performance and ensure that they are getting the most out of their most important investment - their employees.

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How digital helps a life sciences leader move at light speed

Mckinsey and Company

Pfizer’s Chief Digital and Technology Officer explains how digital is transforming her organization’s ability to bring new medicines to patients at speed and at scale.