Yearly Archives: 2024

Economic Budgeting for Endowment-Dependent Universities

John Y. Campbell is the Morton L. and Carole S. Olshan Professor of Economics, Jeremy C. Stein is the Moise Y. Safra Professor of Economics, and Alex A. Wu is a Doctoral Student in the Business Economics program at Harvard University. This post is based on their recent working paper.

In our paper, Economic Budgeting for Endowment-Dependent Universities, we develop a framework to analyze a university’s financial position using an intertemporal budgeting approach. The essence of our approach is to forecast university operating revenues and costs over the infinite future, to calculate the present value of those operating obligations, and then to compare the value of the obligations to the value of the university’s wealth.

It is useful to understand our approach in contrast to the traditional approach to university budgeting, which typically focuses on one or two years at a time and uses generally accepted accounting principles (GAAP). For example, the Harvard Faculty of Arts and Sciences (FAS) adds together several sources of “operating revenue,” (such as tuition fees and federal sponsored programs) then subtracts various items that are deemed “operating expenses,” (such as salaries and benefits) to arrive at a net GAAP budget surplus or deficit. According to this measure, Harvard FAS consistently generates enough revenue to cover its expenses each year.

READ MORE »

Shareholder Activism – 2024 Mid-Year Review

Andrew Freedman is Co-Managing Partner and Chair of Shareholder Activism Practice at Olshan Frome Wolosky LLP.

Shareholder activism in the U.S. has maintained the strong momentum it gained during the final few months of 2023, particularly in the micro-cap space. With two weeks still left in June, 446 U.S. companies were subject to activist demands during the first half of 2024, representing an 8% increase in such demands compared to the first half of 2023, according to Diligent Market Intelligence (“Diligent”). Europe, on the other hand, saw a significant slowdown in shareholder activism during the same timeframe, with 48 companies subject to activist demands in the first half of 2024, representing almost a 50% decrease compared to the first half of 2023, according to Diligent. The APAC countries experienced modestly depressed levels of activism relative to the comparable period in 2023, according to Diligent. Notably, after an explosion of shareholder activism in Korea in 2023, the number of companies subject to activist demands in the first half of 2024 plummeted by over 40% relative to the first half of 2023.

READ MORE »

Reality Catches Up with the Anti-Shareholder Narrative

Luke Morgan is a Staff Attorney at As You Sow.

The political and corporate interests seeking to restrict shareholder rights are carefully cultivating a narrative that the shareholder proposal process is out of control, “hijacked” by “activist” proponents abusing the system to advance unpopular proposals at the expense of “real” investors. As a result of recent SEC rule changes, it is argued, the number of ideological proposals has skyrocketed, vote totals have crashed, the no-action success rate has plummeted, and the number of no-action requests submitted by companies has fallen as corporations give up on the SEC being a fair arbiter of Rule 14a-8.

This is not a new narrative, but the aggressive anti-ESG movement has created a megaphone for these themes. ExxonMobil Corporation’s recent lawsuit against two shareholder proponents is an apt illustration of how these empirical claims are used to support attempts to curtail shareholder rights in the name of fixing a “flawed” process. Exxon’s complaint alleges that “the number of proposals that shareholders submit each year is rising because of how the SEC staff is applying the shareholder proposal rules,” which “can be traced only to changes in SEC staff positions,” specifically, Staff Legal Bulletin No. 14L (“SLB 14L”). Likewise, in a web page defending its lawsuit, the company asserts that SLB 14L “immediately result[ed] in a decrease in no-action relief, while the number of proposals submitted continues to increase,” while “far fewer no-action requests [are] being submitted in a system that no longer honors them.”

READ MORE »

Early Season Review: 2024 US AGM

Kilian Moote is a Managing Director and Amanda Buthe is a Director at Georgeson LLC.

Early results from the 2024 annual general meeting (AGM) season suggest that the major trends, of record-breaking shareholder proposal submissions, declining support for anti-ESG, environmental and social proposals, as well as strong support for say on pay and director elections; all of which emerged during the past few years, are continuing.

Current sustained levels of shareholder engagement in the proxy process also indicate that these trends will continue unless there are independent regulatory reform developments or legal challenges resulting in structural changes. These changes will likely inform how corporate governance and shareholder rights could develop over the next few years.

A review of the Russell 3000 companies that held their AGMs as of May 17, 2024, shows that these trends reinforce the impression that shareholder scrutiny continues to rise and that there is renewed interest in corporate governance.

To underline this impression (and, in keeping with the previous two AGM seasons), shareholder proposal submissions up until that date in May continue to rise. However, support for environmental and social proposals peaked in 2022 and dropped sharply in 2023, resulting in a slight decline in overall support for these types of proposals in 2024.  

READ MORE »

2024 Proxy Season Trends: Mid-Season Review

Arthur B. Crozier is Executive Chair, and Gabrielle E. Wolf and Jonathan L. Kovacs are Directors at Innisfree M&A Inc. This post is part of the Delaware law series; links to other posts in the series are available here.

Introduction

The 2024 Proxy Season has so far produced surprises, unpredictability, new tactics and responses, and a new(ish) player.

Surprises: Management’s clean sweep successes in proxy contests, notwithstanding the use of universal proxy cards (UPCs).

Unpredictability: Delaware court decisions disrupting market practices.

New Tactics and Responses: Litigation against the 14a-8 regime and proponents’ new strategies.

New(ish) Player: The resurgence of labor activism at the proxy ballot box.

READ MORE »

Mid-Season Review of 2024 Proxy Season

Jennifer A. Zepralka and Edward S. Best are Partners at Mayer Brown LLP.

The 2024 proxy season is just past its peak, with over 57% of the Russell 3000 with December 31 fiscal year-ends having held their annual meetings and reported their voting results. We summarize below some of the key trends in shareholder proposals for this season.  A more comprehensive review of the 2024 proxy season will need to wait until all of the voting results are in.  However, the trends so far may be instructive to boards as they consider engagement strategies for the coming year.

Key Points:

  • The 2024 proxy season saw an increase in the number of no-action requests lodged with the Securities and Exchange Commission (the “SEC”) for the exclusion of shareholder proposals compared to the 2023 proxy season, as well as an uptick in the willingness by the SEC staff to grant no-action requests for exclusion, particularly where companies argue that a shareholder proposal relates to ordinary business matters, would result in micromanagement, or suffers from a procedural defect.
  • Shareholder proposals on “traditional” governance topics, including reducing supermajority voting requirements and requiring an independent board chair are receiving strong support this proxy season, with several majority vote proposals being approved by a wide margin.
  • There is continued investor interest in environmental, social, and political topics, with the most frequent shareholder proposal topics related to climate change and greenhouse gas emissions and political contributions and lobbying disclosure. Shareholder support for environmental proposals remains lower than the 2022 peak, with very few thus far garnering sufficient votes for approval. In addition, while the number of “anti-ESG” proposals is increasing, they are not seeing significant support from shareholders.
  • Shareholders are showing some interest in proposals relating to emerging issues, such as calls for disclosure about use and oversight of artificial intelligence.

READ MORE »

How Should Compensation Committees View 2024 Say on Pay Results?

Blair Jones is a Managing Director, Austin Vanbastelaer is a Principal, and Justin Beck is a Senior Consultant at Semler Brossy LLC. This post is based on their Semler Brossy memorandum.

On the surface, there is no standalone trend in this year’s Say on Pay voting that would create an interesting headline for compensation committees. The Russell 3000 failure rate thus far in 2024 is below 1%, marking the lowest since the 2017 voting season. Additionally, average Say on Pay support among Russell 3000 and S&P 500 companies has reached its highest level since 2017.

One could look at these results and walk away confident that Say on Pay has been “figured out.” Neither ISS nor Glass Lewis made sweeping changes to their proxy voting guidelines for 2024, and most investor pay-and-performance assessment frameworks remained largely the same year-over-year. However, this takeaway ignores the dynamic nature of shareholder voting, which is subject to continuous influence from proxy advisors, investors, activists, the media, and countless other forces.

The most compelling trends of this proxy season emerge from a deeper analysis of companies that received less than 75% support in addition to those that failed. Insights from this group reveal where investors, proxy advisors, and other stakeholders may have heightened expectations in the future.

READ MORE »

Developments and Trends in Delaware Officer Exculpation Charter Amendments

Andrew J. Noreuil is a Partner and Andrew J. Stanger is a Professional Support Lawyer at Mayer Brown LLP. This post is part of the Delaware law series; links to other posts in the series are available here.

In August 2022, the Delaware General Assembly amended the Delaware General Corporation Law (“DGCL”) to allow corporations to adopt charter provisions exculpating certain officers from personal liability for monetary damages for breaches of the duty of care. Since that time, corporate boards, stockholders, practitioners, and other observers have considered to what extent Delaware public company boards would propose officer exculpation amendments (also referred to here as “OEAs”) to their stockholders and whether stockholders would approve them. Now in the second proxy season since the DGCL was amended, we examine the latest data with respect to Delaware public companies proposing and adopting OEAs, recent judicial developments relating to OEAs, and the results of OEA proposals in light of proxy advisor recommendations.

READ MORE »

Weekly Roundup: June 7-13, 2024


More from:

This roundup contains a collection of the posts published on the Forum during the week of June 7-13, 2024

Letter in Opposition to the Proposed Amendment to the DGCL




Takeaways from SEC v. SolarWinds Motion to Dismiss Hearing


Call to Action: ISSB Global Adoption


Section 122(18) DGCL: A proposed compromise


Tesla Should Take the Court Decision Seriously, Not Dismissively


Key priorities for an “early days” GenAI strategy


Letter in support of the proposed amendments to § 122 DGCL


Did Tesla Directors Take a Big Accounting Bet without any Independent Accounting Advice?


2024 Proxy Season: Preliminary Analysis of Say-on-Pay Voting Trends


Six Early Takeaways from the 2024 Proxy Season



The Future of DEI Shareholder Proposals


Current Trends in Executive Compensation Based on the 2024 Proxy Season



Diversity, Equity, and Inclusion in the 2024 Proxy Season: A New Era of Scrutiny

Merel Spierings is a Senior Researcher at The Conference Board. This post was authored by Ms. Spierings and is based on voting data published by The Conference Board and ESGAUGE in collaboration with Russell Reynolds Associates and The Rutgers Center for Corporate Law and Governance.

June 29th marks the one-year anniversary of the landmark Supreme Court decision in Students for Fair Admissions v. Harvard, which eliminated affirmative action in college admissions. Following the Court’s decision, companies’ diversity, equity, and inclusion (DEI) policies and programs that focus on specific underrepresented (racial) groups have resulted in a rise in backlash and reverse discrimination lawsuits (i.e., claims of discrimination against members of a majority rather than minority group).[1] According to  data from The Conference Board, 62% of surveyed executives believe the Court’s decision has negatively affected their firm’s diversity efforts, 53% expect scrutiny on corporate diversity efforts to increase over the next three years, and 66% consider the current environment surrounding corporate diversity efforts to be very or extremely challenging.

READ MORE »

Page 41 of 78
1 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 78