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

    1-24 of 52 1 2 3 »
    1. SEC’s Ongoing Scrutiny of Executive Perquisites and Benefits

      SEC’s Ongoing Scrutiny of Executive Perquisites and Benefits

      On August 4, 2021, the U.S. Securities and Exchange Commission (SEC or Commission) announced settled charges against National Beverage Corp. (NBC) relating to NBC’s failure to disclose executive perquisites provided to its CEO. [1] The SEC’s fifth perquisite case in a little over a year, this settlement signals the Commission’s continued focus on undisclosed perks, a priority articulated in 2020...

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    2. Public Company Guide—Planning for Shareholder Engagement

      Public Company Guide—Planning for Shareholder Engagement

      David A. Bell is partner, Ron C. Llewellyn is counsel, and Katherine K. Duncan is partner at Fenwick & West LLP. This post is based on a Fenwick memorandum by Mr. Bell, Mr. Llewellyn, Ms. Duncan, and Ran Ben-Tzur . Today, shareholders are increasingly demanding corporate accountability on a variety of issues, ranging from compensation and human capital management to governance and board diversity, among others...

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    3. Say on Pay: Approval Slides as CEO Pay Rises

      Say on Pay: Approval Slides as CEO Pay Rises

      Over the past year, COVID-19 has been the driving force behind shifting trends in corporate governance. With large unemployment rates at the beginning of the pandemic (13.8% in May 2020), a declining stock market and vast uncertainty, it has been a historical time to track whether the world’s most powerful executives would feel similar effects to the rest of the population...

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    4. CEO Succession Practices in the Russell 3000 and S&P 500 2021 Edition

      CEO Succession Practices in the Russell 3000 and S&P 500 2021 Edition

      Matteo Tonello is Managing Director of ESG Research at The Conference Board, Inc., Jason D. Schloetzer is Associate Professor of Business Administration at the McDonough School of Business at Georgetown University, and Francine McKenna is an independent journalist and Adjunct Professor of international business in the MBA program at American University’s Kogod School of Business...

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    5. Shareholder Liability and Bank Failure

      Shareholder Liability and Bank Failure

      Because of limited liability, bank shareholders often prefer banks to take high risk, to the detriment of depositors and the stability of the banking system. Using data on the performance of U.S. banks during the Great Depression, we find strong evidence that increasing shareholder liability can be an effective tool to reduce bank risk taking and distress. Our results are relevant for current initiatives to increase bank stability...

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    6. 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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    7. 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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    8. 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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    9. 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
    10. 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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    1-24 of 52 1 2 3 »
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