Shareholder resolutions filed in the 2022 proxy season reflect continuing investor concern over lobbying activities and whether they are consistent with a company’s public positions and aligned with shareholder interests...
Greater than a decade on from his stint in Silicon Valley, Ron Johnson remains to be fast to recall his time at Apple and name-drop his famed mentor. “I’ve realized from many, however probably the most highly effective classes I realized got here from working at Apple with Steve Jobs,” he stated final 12 months...
CEOs usually have a good rhythm and strategy in place when managing their employees. But many CEOs find managing the expectations of their investors and board members to be something of a fine art. From my experience, there is a golden rule to remember: No surprises. Keep your board members abreast of any updates, changes and even potential happenings, and you’ll maintain good relations...
Opinions expressed by Entrepreneur contributors are their own. CEOs usually have a good rhythm and strategy in place when managing their employees. But many CEOs find managing the expectations of their investors and board members to be something of a fine art. From my experience, there is a golden rule to remember: No surprises. Keep your board members abreast of any updates, changes and even potential happenings, and you'll maintain good relations. In fact, they'll respect you for it...
Public companies heard plenty from shareholders and shareholder coalitions at their annual meetings this proxy season, including demands for bolder action on climate change, and new priorities like living wages for employees, human rights and political lobbying...
The Securities and Exchange Commission presents its new climate proposal as a modest evolution in its longstanding rules requiring environmental disclosure. While supporters echo that pitch, most recognize the proposal as a large leap beyond the SEC’s traditional focus on material financial matters. Who has the better of it may be inferred from the breadth of comments the SEC’s proposal received during the three-month comment period that ended June 17...
In a major climate change case, the Supreme Court on Thursday restricted the authority of the Environmental Protection Agency to regulate greenhouse gas emissions from power plants. The ruling hinders the Biden administration’s ability to combat climate change, to be sure, but it also could send shock waves to other federal agencies. Jack Lienke is the Regulatory Policy Director at the Institute for Policy Integrity at NYU School of Law...
In our new paper, Value Creation in Shareholder Activism, we measure value creation by activist investors via structural estimation of a model of the choice between passive investment and activism...
The signs of an economic downturn are piling up. While any good corporate leader can expect to experience some economic volatility, the next wave is coming during particularly unique times. The COVID-19 public health crisis is ongoing, supply chain issues are affecting most industries, and the Russia-Ukraine conflict has created new challenges of its own...
In balancing the risks of a pandemic, the climate crisis, social unrest, and global supply-chain issues, business leaders, policymakers, and investors around the world have been working on developing environmental, social, and governance (ESG) strategies—making ESG an essential business priority...
Corporate Secretary’s ‘Executive compensation: Insight on companies’ governance’ report reveals findings from a survey conducted among in-house governance professionals such as general counsel, corporate secretaries and their teams...
The boards of Mondelez International Inc. and Fiserv Inc.shrank by three directors in May. At CVS Health Corp., there were two fewer directors -- adding to the almost 100 board members at S&P 500 companies who weren’t replaced last month...
The years leading up to Clif Bar’s agreement last week to sell itself for $2.9 billion were full of challenges: management turmoil, layoffs and defections, a failed $20 million ad campaign and a succession of CEOs. Now ex-employees speak out on the surprising sale...
In Garfield v. Allen (May 24, 2022), the Delaware Court of Chancery accepted, “with admitted trepidation,” what it called a “novel theory” advanced by the plaintiff—namely, that a corporation’s directors may have breached their fiduciary duties to the stockholders by failing to reverse equity compensation awards made to the CEO after the board became aware, via the plaintiff’s litigation demand letter, that the awards violated a limitation set forth in the company’s equity compensation plan...
This post overviews a comment letter that was submitted to the SEC by Mr. Strine and five other academics and practitioners. Related research from the Program on Corporate Governance includes The Illusory Promise of Stakeholder Governance (discussed on the Forum here ) and For Whom Corporate Leaders Bargain (discussed on the Forum here ), both by Lucian A. Bebchuk and Roberto Tallarita; Stakeholder Capitalism in the Time of COVID (discussed on the Forum here ), by Lucian Bebchuk, Kobi Kastiel, and Roberto Tallarita; Restoration: The Role Stakeholder Governance Must Play in Recreating a Fair and Sustainable American Economy – A Reply to Professor Rock ...
Increased competition for talent is [the biggest concern over the next year] for directors of public companies, according to a survey of 372 board members by the National Association of Corporate Directors. - However, concerns about the state of the economy also loom large. More than half of board members said that growing inflation was a concern, while 38% said the same of uncertainty regarding the pace of economic recovery...
On May 25, 2022, in a long-awaited move, the U.S. Securities and Exchange Commission (“SEC”) issued a pair of rule proposals related to the use of environmental, social and governance (“ESG”) investment practices by open-end and closed-end registered investment companies, as well as by business development companies...
The U.S. Securities and Exchange Commission filings of some of America’s largest public companies are revealing key trends in ESG disclosures and investor focus this year...
How to Engage Boards on Hot-Button Topics According to two association leaders, CEOs need to engage boards on social issue challenges. And they can do it without things getting messy. Since the start of the pandemic, nonprofit boards have been busier than ever—more meetings, more Zoom calls. But despite all that conversation, boards can still struggle to determine their proper role. That’s especially true as pressure to take on social issues has increased...
While those compensation totals are taken from the company’s financial filings, they are often estimates driven by the companies’ attempts to value the stock their chief executives might receive. As a result, the executives may earn less than those totals, especially if the bear market persists and their companies’ stock prices remain depressed, but they could also take home far higher amounts should the stocks recover...
A whopping 72% of new board members at S&P 500 companies come from underrepresented groups, according to an analysis from executive recruiting firm Spencer Stuart. However, overall board diversity has not increased by much due to low turnover...
... finance that involves considering material financial risks from environmental factors, social issues and questions of corporate governance...
Congress, having made a fundamental policy judgment to require “full and fair” disclosure to protect investors, directed the Commission to make ongoing subsidiary choices of precisely what details of disclosure to require and when, after engaging in fact-finding and analysis that Congress chose not to try to do itself...
Last week, the CEO of real estate company Redfin, Glenn Kelman, announced the company was laying off 8% of its employees in an email, saying that demand for the company’s realtor services had fallen 17% below expectations in May...