Monthly Archives: August 2020

SEC Proposes Increase in Form 13F Reporting Threshold

Steve WoloskyAndrew Freedman, and Ron Berenblat are partners at Olshan Frome Wolosky LLP. This post is based on their Olshan memorandum.

On July 10, 2020, the Securities and Exchange Commission (“SEC”) announced that it has proposed amendments to the Form 13F filing requirements to raise the reporting threshold from $100 million to $3.5 billion and to make other changes.

Adopted pursuant to a 1975 statutory directive to the SEC, Section 13(f) of the Securities Exchange Act of 1934 requires institutional investment managers (“managers”) to file Forms 13F with the SEC if they exercise investment discretion with respect to specified publicly traded equity securities (“13(f) securities”) having an aggregate market value of at least $100 million as of the last trading day of any month of any calendar year. Managers who trigger this $100 million threshold must file Forms 13F with the SEC disclosing their 13(f) securities positions as of the last day of the year in which they triggered the threshold and as of the last day of the first three calendar quarters of the subsequent year.

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Introduction to ESG

Mark S. BergmanAriel J. Deckelbaum, and Brad S. Karp are partners at Paul, Weiss, Rifkind, Wharton & Garrison LLP. This post is based on a recent Paul Weiss memorandum by Mr. Bergman, Mr. Deckelbaum, Mr. Karp, David CurranJeh Charles Johnson, and Loretta E. Lynch. Related research from the Program on Corporate Governance includes The Illusory Promise of Stakeholder Governance by Lucian A. Bebchuk and Roberto Tallarita (discussed on the Forum here) and Socially Responsible Firms by Alan Ferrell, Hao Liang, and Luc Renneboog (discussed on the Forum here).

Interest on the part of investors and other corporate stakeholders in environmental, social and governance (“ESG”) matters has surged in recent years, and the current economic, public health and social justice crises have only intensified this focus. ESG, at its core, is a means by which companies can be evaluated with respect to a broad range of socially desirable ends. ESG describes a set of factors used to measure the non-financial impacts of particular investments and companies. At the same time, ESG also provides a range of business and investment opportunities.

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2020 Activist Investor Report

Aniel Mahabier is CEO and Folorunsho Atteh is Senior Corporate Governance Analyst at CGLytics. This post is based on their CGLytics memorandum.

There has been a surge in activist interventions at companies around the world, and there has also been a broadening of focus—activism is no longer the sole province of hedge funds and other specialized investors; activism is now not just seeking to unlock value, but also to intervene in governance and performance areas.

As institutional investors embrace activism at companies in their portfolios, activist campaigns begin
to focus on:

  • Board expertise;
  • Board tenure;
  • Boardroom diversity;
  • Board member age; and
  • Board performance (total shareholder return).

This trend marks a major expansion of both the types of investors who intervene as activists, and the target of such interventions.

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