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The Value of Shareholder Voting

By Ken Bertsch April 23, 2020 by renholding

Recent debates have sometimes obscured the value of shareholder voting, which the Council of Institutional Investors (CII) regards as a key element in the legitimacy and functioning of the corporate governance system in the United States and elsewhere.

A factor …

Columbia Law Professors Write Two of Top Corporate and Securities Articles

By Reynolds Holding April 22, 2020 by renholding

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

…

How Committed Are Active-Investment Managers to ESG?

By Soohun Kim and Aaron S. Yoon April 21, 2020 by renholding

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

By David M. Silk, David A. Katz, Sabastian V. Niles, Carmen X. W. Lu and Ram Sachs April 16, 2020 by renholding

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

By Chad Mitchell April 15, 2020 by renholding

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

By Matteo Tonello and Paul Washington April 14, 2020 by renholding

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

By Luca Enriques and Dirk A. Zetzsche April 13, 2020 by renholding

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

By Sarah C. Haan and Faith Stevelman April 10, 2020 by renholding

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

By Lilian K. Ng, Man Pham and Jing Yu April 8, 2020 by renholding

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

By Michael Laff April 8, 2020 by renholding

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

By Ben Burney and Chris Wood April 7, 2020 by renholding

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

By Natania Locke and Helen Bird April 6, 2020 by renholding

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

By Francis Aquila, Brian Hamilton, Eric Krautheimer, Melissa Sawyer and Krishna Veeraraghavan April 1, 2020 by renholding

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

By William Aaronson, Neil Barr, Louis Goldberg and Darren Schweiger March 30, 2020 by renholding

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

By Michael Nicklin and Jamie Thomas March 24, 2020 by hdh2120

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

By Bill Ide, Michael Kelly and Amanda Leech March 17, 2020 by renholding

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

By Pamela L. Marcogliese, Elizabeth K. Bieber and Jillian Simons March 16, 2020 by renholding

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

By Jiekun Huang March 12, 2020 by renholding

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

By Rachel Li and Miriam Schwartz-Ziv March 11, 2020 by renholding

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

By Nicholas Levy, Maurits Dolmans, Paul Gilbert and Ricardo Zimbron March 11, 2020 by hdh2120

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 …

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