1. Articles from corpgov.law.harvard.edu

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    1. The Director’s Guide to Shareholder Activism

      The Director’s Guide to Shareholder Activism

      The COVID-19 crisis has left its mark on all aspects of society and business. Shareholder activism is no exception. In 2020, activists targeted fewer companies and put less capital to work in their campaigns as the pandemic roiled financial markets and sparked a deep economic recession. But there is ample evidence of a resurgence in 2021. What do boards of directors need to know to navigate this environment?...

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    2. Recent Claims SPAC Board Structures are a “Conflict-Laden” Invitation to Fiduciary Misconduct

      Recent Claims SPAC Board Structures are a “Conflict-Laden” Invitation to Fiduciary Misconduct

      Without a doubt, the trendiest transactions on Wall Street during 2020 and the first half of 2021 were the formation of special purpose acquisition corporations (SPACs) and the follow-on mergers (known as “De-SPAC” transactions) that enable private companies to achieve public company status without the rigors, risks and expenses associated with traditional IPOs...

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      Mentions: SPAC
    3. 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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    4. 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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    5. Caremark Developments and the Imperative of Regular Risk Review

      Caremark Developments and the Imperative of Regular Risk Review

      Every day, the litigation environment reinforces the imperative for boards of directors to regularly review key enterprise risks. In a recently filed complaint, stockholders of NiSource, Inc, a natural gas supplier, sued to hold the company’s directors liable for breach of fiduciary duty arising out of a tragic 2018 pipeline accident that caused one fatality, multiple injuries, and mass evacuations. Alleging that the NiSource board disregarded “numerous red flags evidencing violations of gas pipeline safety laws that occurred over a number of years,” the stockholder plaintiff charged the directors with “bad faith oversight failures [that] are not protected under ...

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    6. 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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    7. 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
    8. 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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    9. The Choice for CEOs on Political Issues is Not “Yes or No”, It’s “Helps the Brand or Hurts the Brand”

      The Choice for CEOs on Political Issues is Not “Yes or No”, It’s “Helps the Brand or Hurts the Brand”

      The Michael Jordan reason for staying out of politics—”Republicans buy sneakers, too”—is no longer an option. There is no question whether corporations and their CEOs will take political positions; the only question is what those positions will be and how they are decided on and communicated...

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    1-24 of 160 1 2 3 4 5 6 7 »
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