Corporate governance - Vigil

Although COVID-19 and its impact on business operations brought its own challenges to issuers’ incentive compensation programs, a review of 2020 proxies showed no slowdown in the incorporation of ESG metrics into plan design. Traditional incentive compensation metrics, namely quantitative shareholder return and financial and operational metrics, still dominate but, increasingly, qualitative “social” factors, such as diversity and pay equity, are playing a meaningful role in executives’ take-home incentive pay. In the Top 100 Companies, 15 have announced in their 2020 CD&As that incentive compensation for 2021 will include new ESG metrics. The move toward ESG metrics is both a response to stakeholder pressures and a growing recognition that these factors are important to long-term shareholder value.

On Nov. 5, the British Columbia Supreme Court affirmed the right of the controlling shareholder of Rogers Communications Inc. to remove and replace five independent directors by simply signing a “majority consent resolution.”

On November 16, 2021, McCarthy Tétrault held its 19th Annual Disclosure and Governance Seminar (the “Seminar”). As part of the Seminar, the firm hosted ESG Best Practices in Canada (the “Panel”).

A precise definition of a sharing economy business is difficult to pin down, but generally they use online platforms and apps to make resources created or owned by some platform users available to other platform users.

Tremblant Capital Group, which owns 5.1 percent of Skechers, wrote to the company’s board Wednesday urging it to end its Skechers’ dual-class share structure, start an aggressive share buyback program, pay a dividend and improve its communication with investors, according to a regulatory filing.

The 2021 proxy season produced unprecedented results, including record high proposal submission levels, average support levels and passage levels, among other notable results related to shareholder proposals

Companies still dragging their feet in adding a broader mix of people both demographically and in terms of professional experience could very well find themselves forced to do so by consumers and social activists. But they also risk incurring the wrath of by activist investors looking for a wedge with which to force change on a company in which they hold a stake.

Alittle more than a year after the first success of a covid-19 vaccine in a clinical trial, a sense of dread has struck much of the world. The Omicron variant of the coronavirus, first publicly identified on November 24th, may be able to circumvent the defences built up by vaccination or infection with covid-19.

The Securities and Exchange Commission today announced that it updated its list of unregistered entities that use misleading information to solicit primarily non-U.S. investors, adding 82 soliciting entities, eight (8) impersonators of genuine firms, and one (1) bogus regulator.

The Survey consists of a review of key governance characteristics of the Top 100 Companies, including a review of key ESG matters.

Business-software company Salesforce. Inc. elevated Bret Taylor to the role of co-chief executive officer and vice chairman, as it issued third-quarter results, including a muted sales outlook.

Mr. Taylor has been president and chief operating officer since 2019 under CEO and chairman Marc Benioff. The move restores the co-CEO structure that Salesforce had until last year when Keith Block stepped down.

The top executives of eight major cryptocurrency firms, including Coinbase Global Inc, will testify before the U.S. House Financial Services Committee on Dec. 8, the panel announced on Wednesday.

The hearing marks the first time major players in the rapidly growing crypto markets will testify before lawmakers, as policymakers grapple with the implications of the new financial product and how to best regulate it.

The last two years have accelerated the rapid technology disruption of industries, creating new business models and changing customer expectations. Whether you are leading a newly formed software company or an established public company in a non-tech sector, it is imperative for CEOs and boards to think through how they can leverage technology to create differentiation and growth, expand their market reach and better understand customer demands/aspirations.

Tremblant Capital Group, which owns 5.1% of Skechers, wrote to the company’s board Wednesday urging it to collapse Skechers’ dual-class share structure, start an aggressive share buyback program, pay a dividend and improve its communication with investors, according to a regulatory filing that confirmed a Bloomberg News report. 

The Survey consists of a review of key governance characteristics of the Top 100 Companies, including a review of key ESG matters.

Clearly, regulators believe that board structure is an important determinant of corporate governance. This has not been lost on economic and legal researchers who, for example, have found that independent audit committees can improve governance outcomes. However, corporate scandals have demonstrated a remarkable resilience to governance reforms. While reforms may appear to simply codify board characteristics, they do so by altering the nature of authority within the board.

“After months of planning, I am thrilled to finally announce the launch of Gottfried Shareholder Advisory,” said Keith Gottfried. “As shareholder activism activity continues to rebound from the effects of the COVID-19 pandemic, and with the SEC’s recent adoption of new rules mandating the use of universal proxy cards in contested director elections likely to be a game-changer for shareholder activism, I believe now is the optimal time to launch Gottfried Shareholder Advisory.”

Renewable natural-gas producer Opal Fuels LLC is merging with a special-purpose acquisition company to go public with a valuation of roughly $2 billion, the companies said.

Our sixth edition of The Public Company Handbook:  A Corporate Governance and Disclosure Guide for Directors and Executives, provides a “plain English” guide for directors, officers and other executives seeking to familiarize themselves with legal and other board and management issues facing public or soon-to-be-public companies. This guide incorporates changes to SEC, NYSE, NASDAQ and state law requirements and guidance, in addition to common governance practice, made over the last five years, when our previous edition was released.

Defence executives are used to being targeted by antiwar demonstrators, who regularly try to gatecrash shareholder meetings and trade fairs. But now, the industry faces a different kind of adversary: socially conscious investors.

They are stepping up demands on companies to cut the carbon footprints of fuel-hungry fighter jets and battle tanks. At the same time, they are urging greater transparency over the manufacture and sale of weapons following a recent surge in environmental, social and governance investing.

UBS Group AG named JPMorgan Chase & Co. executive Sarah Youngwood as its next chief financial officer, another high-profile hire of an American banking veteran as the Swiss bank takes on wealth-management rivals in the U.S.

This post reviews two recent Delaware Supreme Court opinions that reexamine the standards governing the ability of stockholders to pursue derivative claims in the name of the company against corporate directors and officers, as well as several recent decisions from the Delaware Chancery Court that continue to explore the contours of “Caremark claims” brought against corporate boards for failure of the duty of oversight in connection with negative corporate events.