Monthly Archives: June 2018

Caremark and Reputational Risk Through #MeToo Glasses

Arthur H. Kohn is partner and Elizabeth Bieber and Vanessa C. Richardson are associates at Cleary Gottlieb Steen & Hamilton LLP. This post is based on their Cleary Gottlieb publication and is part of the Delaware law series; links to other posts in the series are available here.

Public and private businesses today face many decisions that do not arise from, and have consequences far beyond, solely financial performance. Rather, these decisions are primarily driven by, and implicate, important social, cultural and political concerns. They include harassment, pay equity and other issues raised by the #MeToo movement; immigration and labor markets; trade policy; sustainability and climate change; the manufacture, distribution and financing of guns and opioids; corporate money in politics; privacy regulation in social media; cybersecurity; advertising, boycotts and free speech; race relations issues raised by the pledge of allegiance controversy; the financing of healthcare; the tension between religious freedom and discrimination laws; and the impact of executive pay on income inequality, among others. If the nature of the issues is not unprecedented, the number, diversity and polarization seem to be.


Global Governance: Board Independence Standards and Practices

Subodh Mishra is Executive Director at Institutional Shareholder Services, Inc. This post is based on an ISS Analytics publication by Kosmas Papadopoulos, Managing Editor at ISS Analytics.

Related research from the Program on Corporate Governance includes The Elusive Quest for Global Governance Standards by Lucian Bebchuk and Assaf Hamdani.

Global board practices have changed significantly in recent years. Regulatory developments, the introductions and revisions of corporate governance codes, and company-shareholder engagement have all contributed towards the improvement of standards in both developed and developing economies.

In an effort to assess the landscape of global governance, we look at the current state of board governance standards and practices at 50 of the largest global equity markets under ISS coverage. We base our analysis on the market intelligence and expertise of ISS’s global research teams as well as ISS Analytics board and director data for more than 17,000 companies in these 50 countries.

We primarily focus on market standards and best practices in relation to board independence, which constitutes one of the most fundamental principles of corporate governance.


Weekly Roundup: May 25-31, 2018

More from:

This roundup contains a collection of the posts published on the Forum during the week of May 25-31, 2018.

An Introduction to Smart Contracts and Their Potential and Inherent Limitations

Proposed Amendments to Delaware’s LLC and LP Acts

Taxes and Mergers: Evidence from Banks During the Financial Crisis

Labor Representation in Governance as an Insurance Mechanism

The Xerox Takeover Saga

Regulatory Reform Should Spur Consolidation

China as a “National Strategic Buyer”: Towards a Multilateral Regime for Cross-Border M&A

Directors’ Notes: A Trap for the Unwary?

Do Founders Control Start-Up Firms that Go Public?

US Contentious Situations Update

CEO Pay Ratio: A Deep Data Dive

Principles and Best Practices for Virtual Annual Shareowner Meetings

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