Say-on-Climate Votes: Asset Managers Send Mixed Signals
The Harvard Law School Forum on Corporate Governance
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12h ago
Posted by Lindsey Stewart, Morningstar, Inc., on Thursday, May 23, 2024 Editor's Note: Lindsey Stewart is Director of Investment Stewardship Research at Morningstar, Inc. This post is based on his Morningstar memorandum. Key Takeaways Three Years of Say-on-Climate: Most Action in Europe Say-on-climate resolutions are a relatively new genre of proposals, enabling shareholders to express a view on a company’s climate strategy. This paper reviews the votes on 87 say-on-climate resolutions in the past three years. European companies account for 83% of these proposals. Shareholder support for say ..read more
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Custom Proxy Voting Advice
The Harvard Law School Forum on Corporate Governance
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12h ago
Posted by Edwin Hu (NYU), Nadya Malenko (Boston College), Jonathon Zytnick (Georgetown University), on Thursday, May 23, 2024 Editor's Note: Edwin Hu is a Research Fellow at the NYU School of Law’s Institute for Corporate Governance & Finance, Nadya Malenko is a Professor of Finance at Boston College, and Jonathon Zytnick is an Associate Professor of Law at Georgetown University Law Center. This post is based on their recent paper. Institutional investors play a crucial role in corporate governance, yet the process by which they arrive at voting decisions remains opaque. Our  recent ..read more
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Q1 2024 Takeaways on What Directors and Officers Need to Know
The Harvard Law School Forum on Corporate Governance
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12h ago
Posted by Elizabeth Bieber and Pamela Marcogliese, Freshfields Bruckhaus Deringer LLP, on Thursday, May 23, 2024 Editor's Note: Elizabeth Bieber is a Partner and Pamela Marcogliese is Head of US Transactions at Freshfields Bruckhaus Deringer LLP. This post is based on a Freshfields memorandum by Ms. Bieber, Ms. Marcogliese, and the Freshfields Corporate Advisory group. SEC Adopts, then Stays, Final Rules on Climate-Related Disclosures On March 6, 2024, the SEC adopted its long anticipated final rules on climate-related disclosures, which it had originally proposed in March 2022. The ..read more
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Preparing Now for the SEC’s New Climate Rules
The Harvard Law School Forum on Corporate Governance
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1d ago
Posted by Raquel Fox, Marc S. Gerber, and Caroline S. Kim, Skadden, Arps, Slate, Meagher & Flom LLP, on Wednesday, May 22, 2024 Editor's Note: Raquel Fox and Marc S. Gerber are Partners and Caroline S. Kim is Counsel at Skadden, Arps, Slate, Meagher & Flom LLP. This post is based on a Skadden memorandum by Ms. Fox, Mr. Gerber, Ms. Kim, and Jeongu Gim. Key Points Even though the Securities and Exchange Commission’s (SEC’s) climate-related disclosure rules are on hold while court challenges are heard, companies need to prepare for the possibility that some or all parts o ..read more
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The SEC as an Entrepreneurial Enforcer
The Harvard Law School Forum on Corporate Governance
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1d ago
Posted by James Park (UCLA), on Wednesday, May 22, 2024 Editor's Note: James Park is Professor of Law at UCLA School of Law. This post is based on his recent article forthcoming in the Northwestern University Law Review. Concerns about entrepreneurial enforcement have been particularly high in the context of securities fraud litigation. Public companies frequently are defendants in securities class actions alleging they issued materially misleading information that inflated their stock price. Skeptical courts have thus created various doctrines in an attempt to narrow the reach of Rule 10b-5 ..read more
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Chancery Subjects Reincorporation to Entire Fairness, Delaware Supreme Court Says Not So Fast
The Harvard Law School Forum on Corporate Governance
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1d ago
Posted by Mark Thierfelder, Eric Siegel, and Richard Horvath, Dechert LLP, on Wednesday, May 22, 2024 Editor's Note: Mark Thierfelder, Eric Siegel, and Richard Horvath are Partners at Dechert LLP. This post is based on a Dechert memorandum by Mr. Thierfelder, Mr. Siegel, Mr. Horvath, Michael Darby, Steve Leitzell, and Matthew Williams, and is part of the Delaware law series; links to other posts in the series are available here. Key Takeaways Delaware Court of Chancery holds decision to reincorporate from Delaware to Nevada provided a non-ratable benefit to a controlling stoc ..read more
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The Perils of Governance by Stockholder Agreements
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2d ago
Posted by Lucian A. Bebchuk (Harvard Law School), on Tuesday, May 21, 2024 Editor's Note: Lucian Bebchuk is the James Barr Ames Professor of Law, Economics, and Finance, and Director of the Program on Corporate Governance at Harvard Law School. This post is part of the Delaware law series; links to other posts in the series are available here. The Delaware State Bar Association (“DSBA”) and the Council of the DSBA’s Corporation Law Section recently approved a proposal (“the proposal”) to make an amendment (“the proposed amendment” or “the proposed legislation”) to Section 122 of the ..read more
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Proposed DGCL § 122(18), Long-term Investors, and the Hollowing Out of DGCL § 141(a)
The Harvard Law School Forum on Corporate Governance
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2d ago
Posted by Marcel Kahan and Edward Rock (New York University School of Law), on Tuesday, May 21, 2024 Editor's Note: Marcel Kahan is the George T. Lowy Professor of Law and Edward B. Rock is the Martin Lipton Professor of Law at New York University School of Law. This post is part of the Delaware law series; links to other posts in the series are available here. Delaware is on the verge of gutting DGCL § 141(a)’s iconic principle of board-centricity: “The business and affairs of every corporation organized under this chapter shall be managed by or under the direct ..read more
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Controller’s Ability to Appoint and Remove Directors Insufficient to Establish Demand Futility
The Harvard Law School Forum on Corporate Governance
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2d ago
Posted by Robin E. Wechkin, Sidley Austin LLP, on Tuesday, May 21, 2024 Editor's Note: Robin E. Wechkin is Counsel at Sidley Austin LLP. This post is based on her Sidley memorandum and is part of the Delaware law series; links to other posts in the series are available here. In Harrison Metal Capital, an investment fund with an 18% stake in a privately held company called MixMax, Inc. believed the CEO was committing financial improprieties, but found no legal recourse for its complaint.  Although certain features of the case are unusual as a factual matter, the ..read more
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SEC No Action Statistics to May 1, 2024
The Harvard Law School Forum on Corporate Governance
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3d ago
Posted by Sanford Lewis, Shareholder Rights Group, on Monday, May 20, 2024 Editor's Note: Sanford Lewis is Director of the Shareholder Rights Group. This post is based on his Shareholder Rights Group memorandum. Evaluation of SEC staff no action decisions on shareholder proposals from November 1, 2023 to May 1, 2024 demonstrates that the SEC has supported company requests for exclusion of proposals roughly 68% of the time. Companies sharply increased the number of requests filed with the SEC during the same period, with these two developments combining to produce a surge of exclusions. The no ..read more
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