By now we’ve heard a lot about the universal proxy card (UPC), and how it makes life easier for activist investors and harder for companies. We set forth the highlights earlier . Many observers note UPC will lower the cost of proxy contests, and thus encourage more of them...
Good governance is not just for public companies. Private companies today are also looking for ways to improve their board’s effectiveness—in part, by changing their board composition...
In August 2019, in the Business Roundtable’s Statement on the Purpose of a Corporation (the “BRT Statement”), numerous major company CEOs announced their commitment to deliver value to all stakeholders and not just shareholders...
“Climate change is an emerging risk to financial institutions, the financial system, and the economy,” Federal Reserve Chair Jerome Powell proclaimed in 2020. In doing so, Powell joined a growing chorus of policymakers, scientists, and scholars raising alarms about climate change’s potential to destabilize the global financial system...
The Proposed Rules are of three categories: Disclosure Rules, Audit Rules, and Prohibited Activity Rules. These comments relate solely to the Prohibited Activity Rules that would forbid the following terms and conditions in investor advisory agreements...
Public companies in the United States (U.S.) have completed the second year of required disclosure regarding human capital management (HCM), allowing stakeholders to compare year-over-year changes in how companies are disclosing HCM and different topics of interest...
As asset stewards, we are aware of the financial risks associated with unexpected conflict between or among nations, and, where appropriate, we may seek to mitigate relevant risks through engagements and proxy voting...
Unlike shareholder value maximization (SV), which calls on corporate leaders to maximize shareholder value, enlightened shareholder value (ESV) combines this prescription with guidance to consider stakeholder interests in the pursuit of long-term shareholder value maximization. In a forthcoming article we recently placed on SSRN, Does Enlightened Shareholder Value Add Value?, we show that replacing SV with ESV should not be expected to benefit stakeholders or society...
While the eyes of the world are on the Russia-Ukraine war, and while companies the world over are grappling with the fallout, the 2022 AGM and proxy season is quietly getting underway...
Amici are Mark Cuban, Phillip Goldstein, Elon Musk, Nelson Obus, and Investor Choice Advocates Network (“ICAN”). Each of the individual amici is a sophisticated businessperson and investor who has publicly litigated against the United States Securities and Exchange Commission...
When Google went public with a dual-class capital structure in which shares owned by the founders confer greater voting rights than shares issued to public investors, its cofounders, Larry Page and Sergey Brin, sent shareholders a letter promising to provide them with high-quality information about the company...
73 new campaigns launched globally in Q1 marks the busiest quarter on record and, when combined with Q4, the busiest six-month period for activism since 2018...
Robert T. Miller is Professor of Law and F. Arnold Daum Fellow in Corporate Law at the University of Iowa College of Law. This post is based on his recent paper, forthcoming in The Business Lawyer...
Ranah Esmaili is partner, Victoria Anglin is managing associate, and Marie Fang is an associate at Sidley Austin LLP. This post is based on a Sidley memorandum by Ms. Esmaili, Ms. Anglin, Ms. Fang, Chuck Daly , Laurin Blumenthal Kleiman , and Elizabeth Shea Fries . On March 30, 2022, the U.S. Securities and Exchange Commission (SEC) Division of Enforcement (EXAMS or Division) issued its annual examination priorities...
Under the current US securities laws, when a company raises capital by selling securities to outside investors, the company must disclose material information it possesses to the prospective investors. In case the company fails to do so, the investors can bring suit against the company to recover compensatory damages...
The simultaneous global crises of climate change, global pandemics, geopolitics and racial and social injustices continue to wreak havoc on the business landscape. Events like these are a stark reminder of just how much work we must do to build a better, more resilient planet for all...
Despite the growing emphasis on gender diversity, women still represent less than 20% of board members in publicly listed firms worldwide. To boost the presence of women in top business positions, many jurisdictions have mandated a minimum number of female directors on corporate boards...
Being asked to join the board of directors of a public corporation is an honor. Board membership can be an enriching experience and an avenue for personal and professional growth. However, in an increasingly litigious, regulated and complex public company landscape, director candidates should conduct thoughtful and targeted due diligence on a company and its existing board practices before committing to a role that should be expected to extend over multiple years...
Today, corporations and their executives are at the frontlines of some of the most important and contentious issues of our time, such as the Russian invasion of Ukraine, voting rights, gun violence, racial justice, climate change, and gender equity...
In Level 4 Yoga, LLC v. CorePower Yoga, LLC (Mar. 1, 2022), the Delaware Court of Chancery ordered CorePower Yoga, LLC to close the agreement it had entered into, pre-pandemic, to acquire the yoga studios owned by its franchisee, Level 4 Yoga, LLC...
One month prior to their March 9th announcement, the SEC released their proposed cyber rules specifically for registered investment advisers and registered investment funds. They have now turned their attention to public reporting companies and are proposing regulatory changes to cyber incident reporting, cyber risk management and cyber governance...
SPACs have been widely criticized for their misalignment of sponsor and shareholder interests and for the dilution inherent in their structure. A major source of these problems is the sponsor’s “promote,” under which sponsors receive 20% of post-IPO shares essentially for free...
Matteo Tonello is Managing Director of ESG Research at The Conference Board, Inc. Related research from the Program on Corporate Governance includes The Illusory Promise of Stakeholder Governance (discussed on the Forum here ) and Will Corporations Deliver Value to All Stakeholders? ...
On February 25, 2022, the U.S. Securities and Exchange Commission (SEC) published and requested comment on proposed new Rule 13f-2 (the Rule) under the Securities Exchange Act of 1934 (Exchange Act) and Form SHO, which would require institutional investment managers (as such term is defined under Section 13(f)(6)(A) of the Exchange Act (Institutional Investment Managers)) to report to the SEC extensive information on certain “large” short positions and short sale and other transactions on a monthly basis...