Columbia Law School
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John C. Coffee, Jr., Zohar Goshen, and Joshua R. Mitts were among the authors of two of the best corporate and securities articles last year, the Corporate Practice Commentator has announced. The Columbia Law School professors were joined by Robert
Corporate Governance
How Committed Are Active-Investment Managers to ESG?
Using environmental, social, and governance (ESG) factors to evaluate investments in companies has in recent years become increasingly popular and controversial. One of the most notable and influential initiatives for ESG investing is the United Nations Principles for Responsible Investment …
Wachtell Lipton Discusses UK and EU Regulators’ Latest Moves on ESG
Amid the ongoing push for standardized, comparable and decision-useful ESG disclosures, regulators in the United Kingdom and the European Union have proposed additional disclosures and benchmarks to promote sustainable economic activity. The United Kingdom’s Financial Conduct Authority (FCA) has published …
Exequity Offers a Framework for Discretion in Executive Incentive Plans
The impact of COVID-19 on business has been profound and sudden. Strategic plans, business forecasts, and operating budgets set before the current crisis are likely to bear no semblance to plans that might be set today. Moreover, plans set today …
Conference Board Discusses Areas for Board Attention During Pandemic
Just as with the financial crisis of 2008, corporate boards of directors are facing the combination of increased responsibility, scrutiny, and uncertainty as their companies grapple with the COVID-19 pandemic.
In the wake of the Great Recession, The Conference Board …
Corporate Technologies and the Fallacy of Tech Nirvana
Time and time again, corporate scandals remind us of the importance of the mechanisms aimed to ensure that agents within corporations perform their tasks and duties in line with the long-term interests of their shareholders (and other stakeholders, as the …
Boards in Information Governance
When the markets go haywire, as they appear to be doing now, stock prices cease to provide useful signals about corporate value or the performance of the men and women in the C-suite. This is a major problem for the …
Corporate Governance and the Role of Labor
Labor is an important corporate stakeholder and crucial to a company’s wealth and long-term productivity. Yet the investment of human capital in a corporation is not diversified and depends on the company’s profitability. If the corporation collapses and layoffs follow, …
ISS Surveys Regulatory Landscape of Annual Meetings and Covid-19
In response to the COVID-19 pandemic, securities regulators in several countries have published guidance that affords publicly listed companies greater flexibility regarding the type of annual general meeting (AGM) they can hold as well as when it can be held.…
Exequity Discusses How COVID-19 Is Affecting Pay
While it is safe to say every economic crisis is different, it does not seem fair to compare this crisis to any other. The global impact of the COVID-19 pandemic is unprecedented in modern times. In response, governments around the …
Artificial Intelligence and Technology in Corporate Governance
The modern boardroom is beset by huge volumes of data that directors must digest to perform their governance functions, data that are only increasing as industries rapidly change and respond to technological disruption. At the same time, corporate scandals as …
Sullivan & Cromwell Discusses Corporate Governance Considerations in Response to COVID-19
The COVID-19 pandemic and its aftermath will heighten focus on corporate governance and the role of a talented management team and an engaged board as companies forge a path through the uncertain times ahead. Strong oversight, coordination and leadership will …
Davis Polk Discusses Whether Companies Should Play Strong Defense in Hostile Times
Extreme dislocation and a major sell-off in global equity markets have led to many public companies finding their stock prices at severely depressed levels, often over 50% off last twelve month highs.
While most companies and investors are in crisis …
Gibson Dunn Discusses the Coronavirus, Private Equity, and Portfolio Company Finances
With confirmed cases of COVID-19 now in more than 50 countries and the death toll rising almost daily, experts are predicting that the situation will get significantly worse before it gets better. Concerns over the impact of the virus have …
How Boards of Directors Should Protect Against the Rising Storm
Prosecutors, regulators, investors, and the media are increasingly holding directors and officers accountable, while special interest groups, plaintiffs’ lawyers, and activist hedge funds are constantly looking for their next targets.
This new reality requires directors to be aggressive in overseeing …
Freshfields Discusses How Companies Can Switch to Virtual Annual Meetings After Proxy Filings
Over the last five years, virtual annual shareholder meetings have been a small, but growing, trend. While percentage increases have been significant year-over-year, overall a relatively small number of companies held virtual meetings in that time.
Figure 1. Percentage of …
Peer Effects in Proxy Voting Decisions
Proxy voting decisions are characterized by strong strategic complementary relationships in the sense that the utility to a shareholder from voting in a particular manner increases with the extent that other shareholders vote in the same manner. Such complementarities arise …
Shareholder Satisfaction with Overlapping Directors
We investigate whether mutual fund shareholders are particularly supportive of “overlapping directors,” individuals who serve simultaneously on at least one corporate board and at least one mutual fund board. Overlapping directors may have a conflict of interest because of their …
Cleary Gottlieb Discusses UK Merger Control Enforcement Ahead of Brexit
The UK’s Competition and Markets Authority (CMA) is strengthening its approach to merger control as it prepares for its new status as a global enforcer with expanded jurisdiction.
Following the UK’s departure from the EU on 31 January 2020, the …
Can Socially Responsible CEOs Find Better Jobs?
A large stream of literature in economics, finance, and accounting suggests that managers’ decisions are influenced by their labor market prospects. Absent perfect information about managers’ ability, the labor market often takes a firm’s current and past performance as a …