1. Articles from The Harvard Law School Forum on Corporate Governance

    1-24 of 36 1 2 »
    1. Memo to Corporate Directors: Three Lessons from the Exxon-Mobil Activist Victory

      Memo to Corporate Directors: Three Lessons from the Exxon-Mobil Activist Victory

      Exxon-Mobil spent $35 million, added new directors, and made promises to do better, all in an effort to defeat the dissident slate nominated by activist fund Engine No. 1. It failed, and, at this writing, Exxon-Mobil has lost at least two seats on the board of directors and votes for two others were still being calculated...

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    2. Shareholder Activism and ESG: What Comes Next, and How to Prepare

      Shareholder Activism and ESG: What Comes Next, and How to Prepare

      The recent successes of shareholder activists against Big Oil [1] this proxy season are one of many signs of mounting and effective pressure from investors on public companies to enhance their performance and disclosures on environmental, social, and governance (ESG) criteria. As ESG rises in prominence among investors, activist shareholders have at their fingertips new and potent themes from ESG’s repertoire of concepts and criteria to use in campaigns to change control and strategy at companies...

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    3. Directors’ Oversight Role Today: Increased Expectations, Responsibility and Accountability—A Macro View

      Directors’ Oversight Role Today: Increased Expectations, Responsibility and Accountability—A Macro View

      The subjects falling within the purview of U.S. public company board of director oversight have grown to encompass virtually any subject that an investor, stakeholder or other party raises as being potentially material to a company and, therefore, needing board attention...

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    4. March to the Beat of Your Own Drummer: Amazon’s Executive Compensation Practices

      March to the Beat of Your Own Drummer: Amazon’s Executive Compensation Practices

      Earlier this year, in connection with Amazon’s public announcement of its record-breaking annual financial results for 2020, Jeffrey P. Bezos, the company’s founder and board chair, CEO or president since its 1994 inception, announced that he would be relinquishing those positions to become Amazon’s executive chairman sometime this autumn. To say Amazon’s 2020 financial results were “record-breaking” understates the matter: assisted by the effects of the global pandemic, Amazon’s sales of $386 billion represented a 38% increase from 2019 and its net income of $21.3 billion amounted to a whopping 84% increase from 2019 ...

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      Mentions: IPO Amazon Tesla
    5. Nevada Supreme Court Holds Statutory Business Judgment Rule Applies to All Claims Against Corporate Officers and Directors

      Nevada Supreme Court Holds Statutory Business Judgment Rule Applies to All Claims Against Corporate Officers and Directors

      In a March 25, 2021 decision in Guzman v. Johnson, the Supreme Court of Nevada affirmed the District Court’s dismissal of class action claims concerning AMC Networks, Inc.’s (“AMC”) acquisition of its subsidiary, RLJ Entertainment Inc. (“RLJE”). Plaintiff claimed that, since AMC was RLJE’s controlling stockholder and RLJE directors were interested parties...

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    6. Will Nasdaq’s Diversity Rules Harm Investors?

      Will Nasdaq’s Diversity Rules Harm Investors?

      In December 2020, Nasdaq asked the Securities and Exchange Commission (SEC) to approve new diversity rules. The aim is for Nasdaq-listed firms to have at least one director self-identifying as female and another self-identifying as an underrepresented minority or LGBTQ+. To avoid forced delisting, a firm must “diversify or explain”: either have two such diverse directors, or say why it does not. Nasdaq also wants firms to disclose every director’s self-identified race, gender, and LGBTQ+ status...

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    7. Directors’ Career Concerns: Evidence from Proxy Contests and Board Interlocks

      Directors’ Career Concerns: Evidence from Proxy Contests and Board Interlocks

      Directors’ Career Concerns: Evidence from Proxy Contests and Board Interlocks Posted by Shuran Zhang (Hong Kong Polytechnic University), on Monday, March 29, 2021 More from: Shuran Zhang Shuran Zhang is Assistant Professor of Finance at Hong Kong Polytechnic University. her recent paper . Related research from the Program on Corporate Governance includes Does Shareholder Proxy Access Improve Firm Value?...

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    8. Evaluating Executive Compensation in Times of Crisis

      Evaluating Executive Compensation in Times of Crisis

      Evaluating Executive Compensation in Times of Crisis Posted by John Galloway, Vanguard, Inc., on Wednesday, March 17, 2021 John Galloway is global head of investment stewardship at Vanguard, Inc. publication by Vanguard Investment Stewardship. Our philosophy hasn’t changed In our last Insights on compensation, we shared key considerations for well-structured executive compensation plans that could withstand the most challenging market and economic conditions, including a pandemic...

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    9. Top Governance & Stewardship Issues in 2021

      Top Governance & Stewardship Issues in 2021

      Top Governance & Stewardship Issues in 2021 Posted by Subodh Mishra, Institutional Shareholder Services, Inc., on Thursday, March 11, 2021 an article by the ISS Global Governance Research Team, Institutional Shareholder Services, Inc. Key Takeaways Protests in 2020 that swept across the US have cast a spotlight on levels of racial and ethnic diversity of corporate directors, C-suite executives and corporate workforces...

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    10. An Introduction to Activist Stewardship

      An Introduction to Activist Stewardship

      The time has come for “activist stewardship.” Simply put, this means putting the skills and techniques of activist hedge funds to work where a company’s financial performance is deteriorating and traditional engagement tools have failed to produce meaningful results to protect value and mitigate long-term risks, including recognizing the importance of environmental, social, and governance (ESG) risks...

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    1-24 of 36 1 2 »
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