The inaugural IFRS Sustainability Disclosure Standards were released by the International Sustainability Standards Board (ISSB) in mid-2023, designed to establish a global baseline for corporate ...
https://corpgov.law.harvard.edu/2024/05/15/mapping-tcfd-to-the-ifrs-s2-on-climate-disclosure/
The Delaware Supreme Court has reversed a Court of Chancery decision dismissing challenges to the acquisition of Inovalon Holdings, Inc. by a consortium led by Swedish private equity firm Nordic ...
Summary The U.S. Supreme Court ruled today in Macquarie Infrastructure Corp. v. Moab Partners, L. P., 601 U.S. ___, 2024 WL 1588706 (2024), that a violation of Securities and Exchange Commission ...
Overview On January 24, 2024, the U.S. Securities and Exchange Commission (SEC) published its much anticipated rules to regulate initial public offerings (IPOs) by special purpose acquisition com...
https://corpgov.law.harvard.edu/2024/03/16/structure-for-spacs-sec-publishes-final-rules/
With corporate political disclosure and accountability accepted as the norm, the next step for companies is to put in place a framework for approaching, governing and assessing their election-rel...
https://corpgov.law.harvard.edu/2024/03/10/guide-to-becoming-a-model-code-company/
Executive compensation issues may not have been the predominant focus for boards of directors in 2023 given the enhanced attention to antitrust, diversity and climate reporting matters, among oth...
https://corpgov.law.harvard.edu/2024/02/09/a-new-season-for-executive-compensation-disclosure/
In contrast to the volatility that vexed the economy in 2022, markets rose in 2023 as inflation fell and the labor market remained strong. Entering 2024, ongoing international instability, rapi...
https://corpgov.law.harvard.edu/2024/01/30/compensation-season-2024/
This article provides an overview of the evolution of corporate governance (CG) in Brazil, over the decade from 2010-2019. Since the turn of the century, the government and many private instituti...
https://corpgov.law.harvard.edu/2024/01/08/a-decade-of-corporate-governance-in-brazil-2010-2019/
Researchers know little about what factors influence firms’ choices about firm level corporate governance (FLCG or CG). Durnev and Kim’s (DK, 2005) theoretical model predicts that (Prediction...
The FASB has announced a final Accounting Standards Update designed to improve disclosures about public companies’ reportable segments, particularly disclosures about significant segment ex...
Introduction The SEC’s final Pay versus Performance (PVP) disclosure rules were issued on August 25, 2022. Given the number of implementation issues that were raised as companies struggled to c...
What’s new for the 2023 Form 20-F Cybersecurity In July 2023, the SEC adopted final rules that mandate cybersecurity incident and risk management disclosures for public companies. These final...
https://corpgov.law.harvard.edu/2023/12/07/preparing-your-2023-form-20-f/
Introduction Recently, the Securities and Exchange Commission (“SEC”) filed a complaint in the Southern District of New York against the SolarWinds Corporation, a network and infrastructure m...
The following information in this article is intended to provide market context on ESG goal-setting practices and our thinking on key drivers of these market trends. This information may be a hel...
https://corpgov.law.harvard.edu/2023/11/15/the-state-of-esg-goal-setting/
The Securities and Exchange Commission (SEC) has voted to adopt new Rule 13f-2 and related Form SHO requiring certain institutional investment managers (managers) to report short sale-related i...
https://corpgov.law.harvard.edu/2023/11/11/sec-adopts-short-sale-disclosure-rules/
As we have noted in our previous report, environmental, social and governance (ESG) issues have garnered significant attention from a variety of stakeholders, resulting in increased reporting by...
https://corpgov.law.harvard.edu/2023/09/13/esg-reporting-for-private-companies/
Earlier this week, the SEC announced settled enforcement actions against five companies for deficient disclosure in Forms 12b-25 that they filed regarding late reports. Why? On the heels of f...
https://corpgov.law.harvard.edu/2023/09/09/sec-finds-forms-12b-25-not-up-to-snuff/
With the 2023 proxy season now over for most companies, we took a fresh look at recent bylaw and charter amendments at the Silicon Valley 150 (the SV150) to better understand how companies are ad...
Key Trends Glass Lewis continues to overwhelmingly support director elections, recommending in favor of nearly 85% of directors during the most recent proxy season A sharp drop in recommendatio...
https://corpgov.law.harvard.edu/2023/08/17/2023-proxy-season-briefing-key-trends-and-data-highlight/
This past year was the first full proxy season following the effectiveness of Rule 14a-19 under the Securities Exchange Act of 1934, which requires the use of universal proxy cards in contested d...
https://corpgov.law.harvard.edu/2023/08/15/2023-proxy-season-in-review/