It is invisible, yet occupies the largest seat. It is silent, yet has the loudest voice on the table. It is neither a factor of production nor a technological innovation nor about mergers and acquisitions. Yet it is the most influential driver of action and shaper of decisions. Corporate boardrooms are having to find space in their conversations for today’s geopolitics...
Financial institutions are economic engines that drive our communities. At the head of each financial institution is a ...
Activist investors seek to unlock value. For example, hedge fund Elliot Management in 2016 campaigned for Samsung Electronics to return US$10 billion to shareholders...
... social, or corporate governance reasons. Seyfarth Shaw LLP attorneys say it could be difficult for an ERISA fiduciary to justify an investment decision ...
Earlier this year, Bloomberg released its 2020 Bloomberg Gender-Equality Index (GEI), comprised of 325 companies across 42 countries and regions. Eight Nareit members are included in the list, representing the health care, mortgage, office, retail, and timber REIT sectors...
How do companies cope with social risk? In “Blindsided by Social Risk—How Do Companies Survive a Storm of Their Own Making?” from the Rock Center for Corporate Governance at Stanford, the authors look at “social risk,” essentially, reputational risk that can impair a company’s social capital and, in some cases, its performance...
On Friday, July 10th, the SEC proposed a rule change raising the mandatory threshold for filing 13F reports to $3.5 billion in assets under management (AUM). Not a small change, the SEC’s plan would raise 35-fold (the current minimum is $100 million) the level at which money managers are required to disclose each quarter the companies they own...
As we previously reported in prior SW Benefits Updates (links below), the challenges presented to management and corporate boards from COVID-19 are significant. Among other considerations, companies might adjust 2020 performance goals, delay compensation decisions or change the mix of equity awards by making more full-value grants...
…Transparency is broadly accepted today as part of good corporate governance , as seen in the steady increase of companies adopting disclosure...
We read about it almost every day — that a diverse workplace environment improves performance. This phenomenon exists as a relatively recent development, as “diversity and inclusion” only came about as a term after WWII when then President Truman required the integration of the armed forces. Truman was roundly criticized for his decision, now considered bold and morally courageous...
Is corporate governance fit for purpose? Each company or market failure has spurred politicians and regulators to tinker with public company boards. Sometimes this means changing responsibilities, more recently it has been composition. But the pandemic has revealed broader failure...
Bill Ackman hopes the record-breaking debut of his “blank check” company will set a precedent and “create a positive flywheel” for the underrepresented on Wall Street...
Most big companies now say that improving racial and ethnic diversity of their workforces is an important goal, particularly after a summer of protests highlighting patterns of systemic racism. Very few of them provide enough information to track their progress...
Decisions made by officers and directors of corporations typically have not subjected the individuals to personal liability. Even if an officer or director makes what turns out to be a bad business decision, such decision does not render the person liable...
When RWC’s Japan Active Engagement team started work more than 15 years ago, “activism” was associated with high-profile attempts by mainly foreign investors to force change at Japanese companies through ownership...
Some trustees have been on the school's board for decades, fueling criticism that the board has become ossified and resistant to change. To shore up ...
Should people be able to invest in ventures that aim to have a social or environmental impact? The answer is yes. In fact, people should be able to invest in, buy stock in, and even bet on anything they want. However, fiduciaries (those that manage other people’s investments) must follow some rules. The first rule of a fiduciary should be to put the economic interests of its clients first...
Corporate governance after COVID-19: COVID-19 accelerated many trends in 2-1/2 months that might have taken another three to five years to develop...
U.S. companies scored a long-sought win Wednesday when the Securities and Exchange Commission (SEC) approved new rules that are expected to make it harder for activist investors to push for changes in corporate strategy...
The financial reforms provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 have helped prevent a financial crisis in the face of the global COVID-19 pandemic, said former President Barack Obama...
On July 16, 2020, Delaware adopted new amendments to its public benefit corporation statute, continuing a trend to make this relatively new corporate form more accessible. The amendments, among other things, (i) reduce impediments to use of the public benefit corporation form by eliminating supermajority voting requirements...
Institutional investors are increasingly taking the lead on shareholder activism, causing a surge in campaigns focused on corporate governance, according to new research...
In the worlds of corporate governance and investing, the hottest buzzwords are Environmental, Social and Governance, or ESG. ESG considerations ...
Bill Ackman's Pershing Square Holdings this week is sponsoring the largest Special Purpose Acquisition Company ever raised. Pershing Square Tontine Holdings and will raise $4 billion by offering 200 million units at $20. Activist shareholder Ken Squire calls the move a "groundbreaking" opportunity...