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

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

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

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

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

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

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

Posted by Paul Davies, Sarah Fortt, and Betty Huber, Latham & Watkins LLP, on Saturday, April 20, 2024 Editor's Note: Paul Davies, Sarah Fortt, and Betty Huber are Partners at Latham & Watkins LLP. This post is based on their Latham memorandum. On March 21, 2024, the US Court of Appeals for the Eighth Circuit was selected as the court that will hear challenges against the Securities and Exchange Commission (SEC or Commission) over its final climate disclosures rules, which were adopted on March 6.[1] On April 4, 2024, the SEC announced that it would voluntarily stay its fina ..read more

Posted by Usha Rodrigues (University of Georgia), on Friday, April 19, 2024 Editor's Note: Usha Rodrigues is the M.E. Kilpatrick Chair of Corporate Finance and Securities Law at the University of Georgia School of Law. This post is based on her SSRN working paper. In the Hidden Logic of Shareholder Democracy, I examine the basic rules of shareholder voting. I begin with a simple observation: In Delaware, voting rules specify different voting populations, depending on the type of vote at issue. When shareholders vote on ordinary business matters, the voting formula focuses on the number of v ..read more

Posted by Joyce Chen and Courtney Yu, Equilar, Inc., on Thursday, April 18, 2024 Editor's Note: Joyce Chen is Associate Editor and Courtney Yu is Director of Research at Equilar, Inc. This post was prepared for the Forum by Ms. Chen and Mr. Yu. The 2024 proxy season is in full swing, as public companies are in the process of submitting their proxy statements (DEF14A) to the Securities and Exchange Commission (SEC) ahead of annual shareholder meetings. The proxy statement features detailed information on pressing matters related to executive compensation and corporate governance. This analysis ..read more