Environmental & Social Policy Issues in the 2024 U.S. Proxy Season
The Harvard Law School Forum on Corporate Governance
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14h ago
Posted by Heidi Welsh, Sustainable Investment Institute, on Wednesday, April 24, 2024 Editor's Note: Heidi Welsh is the Executive Director at the Sustainable Investments Institute. This post is based on her recent Si2 memorandum. Introduction Proponents as of mid-Feburary 2024 had filed at least 527 shareholder resolutions on environmental, social and related sustainable governance issues for the 2024 proxy season.  This is down by only a few from 536 last year at the same time.  It still seems possible the total will reach the 630-year-end total of last year. Support levels have ..read more
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The Limits of Individual Prosecutions in Deterring Corporate Fraud
The Harvard Law School Forum on Corporate Governance
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14h ago
Posted by Samuel Buell (Duke University School of Law), on Wednesday, April 24, 2024 Editor's Note: Samuel Buell is Bernard M. Fishman Distinguished Professor of Law at the Duke University School of Law. This post is based on his article forthcoming in the Wake Forest Law Review. One must search long and hard to find an academic, journalist, politician, or citizen who does not believe that the best tool for deterring corporate crime is criminal prosecution of individual employees, especially managers.  Even the Justice Department’s oft-maligned program for negotiated settlements with off ..read more
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U.S. Supreme Court Rules on Liability for Item 303 Omissions in Shareholder Suits
The Harvard Law School Forum on Corporate Governance
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14h ago
Posted by Julia A. Malkina, Cason J.B. Reily and Matthew A. Schwartz, Sullivan & Cromwell LLP, on Wednesday, April 24, 2024 Editor's Note: Julia A. Malkina and Matthew A. Schwartz are Partners and Cason J.B. Reily is an Associate at Sullivan & Cromwell LLP. This post is based on a Sullivan & Cromwell memorandum by Ms. Malkina, Mr. Reily, Mr. Schwartz, Robert J. Giuffra Jr., Judson O. Littleton, and Morgan L. Ratner. Summary The U.S. Supreme Court ruled today in Macquarie Infrastructure Corp. v. Moab Partners, L. P., 601 U.S. ___, 2024 WL 1588706 (2024), that a violation of Se ..read more
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The Gist of Tornetta
The Harvard Law School Forum on Corporate Governance
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2d ago
Posted by Michael R. Levin, The Activist Investor, on Tuesday, April 23, 2024 Editor's Note: Michael R. Levin is the Founder and Editor of The Activist Investor. This post is based on his TAI memorandum. Sounds like a novel, right? Rather than our effort to distill to its essence the complicated, enormous lawsuit that TSLA shareholder Richard Tornetta won against CEO Elon Musk and eight directors to clawback $56 billion in exec comp? Now that TSLA published its preliminary proxy statement for its 2024 AGM, we know how the company wants to respond to that lawsuit. Tornetta v. Musk, an Unl ..read more
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“ES” Versus “G” in Corporate Governance: You Can’t Have It All
The Harvard Law School Forum on Corporate Governance
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2d ago
Posted by Patrick Corrigan (University of Notre Dame), on Tuesday, April 23, 2024 Editor's Note: Patrick Corrigan is an Associate Professor of Law at the University of Notre Dame Law School. This post is based on his working paper. The environmental, social, and governance (ESG) moniker implies a coherence between corporate social responsibility and corporate governance. In a paper recently posted to SSRN, I argue, to the contrary, that governance trade-offs must be made if corporations are going to be able to pursue social benefits other than just profits. The analysis provides a novel diagn ..read more
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Alternative Data – A COSO perspective
The Harvard Law School Forum on Corporate Governance
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2d ago
Posted by Nicolas H.R. Dumont, Dave Navetta and Michael Egan, Cooley LLP, on Tuesday, April 23, 2024 Editor's Note: Nicolas H.R. Dumont, Dave Navetta and Michael Egan are Partners at Cooley LLP. This post is based on a Committee of Sponsoring Organizations of the Treadway Commission (COSO) memorandum by Mr. Dumont, Mr. Navetta, Mr. Egan, and Ryan Blair. What is alternative data? Altdata generally is understood to include information about an organization that is available outside of traditional financial and regulatory reporting channels, press releases, or other authorized materials. It incl ..read more
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Q1 2024 Review of Shareholder Activism
The Harvard Law School Forum on Corporate Governance
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2d ago
Posted by Jim Rossman, Chris Ludwig, and Quinn Pitcher, Barclays, on Monday, April 22, 2024 Editor's Note: Jim Rossman is Global Head of Shareholder Advisory, Chris Ludwig is Managing Director, and Quinn Pitcher is Vice President- M&A and Shareholder Advisory at Barclays. This post is based on a Barclays memorandum by Mr. Rossman, Mr. Ludwig, Mr. Pitcher, and Michael Sun-Huang. Observations on the Global Activism Environment in Q1 2024 1 U.S. and APAC Campaign Activity Remains Steady as Europe Sees Slow-Down There have been 63 campaigns launched through Q1, down 19% versus the 78 lau ..read more
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Taxation and Corporate Governance
The Harvard Law School Forum on Corporate Governance
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2d ago
Posted by Reuven S. Avi-Yonah and Ariel Siman (University of Michigan), on Monday, April 22, 2024 Editor's Note: Reuven S. Avi-Yonah is the Irwin I. Cohn Professor of Law at the University of Michigan Law School, and Ariel Siman is a Tax Planning Director in the financial services industry. This post is based on their working paper. What is the justification for the U.S. corporate tax? Scholars have provided various potential explanations for this question. Yet, no explanation has gained consensus among scholars and, indeed, this article claims that none of the current explanations is co ..read more
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Governance Matters: The Proof Is in the Proxy
The Harvard Law School Forum on Corporate Governance
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2d ago
Posted by Bob Herr and Ryan Oden, AllianceBernstein, on Monday, April 22, 2024 Editor's Note: Bob Herr is Senior Vice President and Director of Corporate Governance on the Responsibility team and Ryan Oden is a Research Analyst for US Growth Equities at AllianceBernstein. This post is based on their AllianceBernstein memorandum. Our research shows a correlation between strong governance and higher stock returns. Investors have long theorized that companies with poor corporate governance practices may be more prone to mismanagement and weak returns. To investigate further, we’ve looked inwar ..read more
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A New Governance Paradigm is Necessary for AI-Powered Boards
The Harvard Law School Forum on Corporate Governance
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4d ago
Posted by Alissa Kole, GOVERN, on Sunday, April 21, 2024 Editor's Note: Alissa Kole is Managing Director at GOVERN. This post is based on her GOVERN memorandum. Surprisingly, last month’s announcement regarding the addition of an Artificial Intelligence (AI) member to the board of Abu Dhabi’s International Holding Company (IHC) does not appear to have galvanized global attention. Co-developed by a local Emirati AI company G42 and Microsoft, Aiden Insight, the first AI board member in the Middle East, is positioned to be a game changer for corporate boards and their regulators worldwide. In fa ..read more
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