Weekly Roundup: March 3-9, 2023

This roundup contains a collection of the posts published on the Forum during the week of March 3-9, 2023.

The 2023 Reporting Season: Recent SEC Guidance

Posted by Brian Breheny, Raquel Fox and Joseph Yaffe, Skadden, Arps, Slate, Meagher & Flom LLP, on Friday, March 3, 2023

Tags: Board dynamics, climate disclosures, DCPs, ESG disclosure, GAAP, MD&A, SEC enforcement

ESG: Trends to Watch in 2023

Posted by Leah Malone, and Emily B. Holland, Simpson Thacher & Bartlett LLP, on Saturday, March 4, 2023

Tags: anti-ESG, Corporate governance, ESG, Proxy advisors, Proxy voting, SEC

Corporate Officers Owe the Same Caremark Oversight Duties as Directors

Posted by Alan Stone, Jed Schwartz, and Neil Whoriskey, Milbank LLP, on Sunday, March 5, 2023

Tags: Board of Directors, Board oversight, Caremark, Delaware cases, Delaware Court of Chancery, Fiduciary duties

Musings and Questions about the Universal Proxy Card

Posted by Arthur B. Crozier, and Gabrielle E. Wolf, Innisfree M&A Inc., on Monday, March 6, 2023

Tags: discretionary language, ESG, Proxy season, Shareholder elections, special interests, Universal Proxy

About 1,500 Empirical Studies Apply the BCF Entrenchment Index

Posted by Leeor Ofer (Harvard Law School), on Monday, March 6, 2023

Tags: Board of Directors, E-index, Entrenchment

Too Many Managers: The Strategic Use of Titles to Avoid Overtime Payments

Posted by Lauren H. Cohen (Harvard Business School), Umit Gurun (University of Texas at Dallas), Bugra Ozel (University of Texas at Dallas) , on Tuesday, March 7, 2023

Tags: Fair Labor Standards Act, Incentives, Manager characteristics, oversight authority, overtime avoidance, pay avoidance

S&P 500 CEO Compensation Increase Trends

Posted by Aubrey Bout, Perla Cuevas, and Brian Wilby, Pay Governance LLC, on Tuesday, March 7, 2023

Tags: CEOs, Compensation ratios, Corporate governance, S&P 500, TDC, TSR

To Exculpate, or Not to Exculpate: Is It Even a Question?

Posted by Ethan Klingsberg, Pamela Marcogliese, and Elizabeth Bieber, Freshfields Bruckhaus Deringer LLP, on Wednesday, March 8, 2023

Tags: Delaware articles, Delaware cases, Delaware law, DGCL, DGCL Section 102, Duty of care, exculpation provision, Proxy voting

HLS Forum Sets New Records in 2022

Posted by Leeor Ofer (Harvard Law School), on Wednesday, March 8, 2023

Tags: Program on Corporate Governance

Public Reporting of Monitorship Outcomes

Posted by Veronica Root Martinez (Duke University) , on Thursday, March 9, 2023

Tags: compliance, corporate law, Disclosure, monitors, Oversight, Public enforcement

2023 Proxy Season Preview – Compromise and Conflict Ahead

Posted by Merel Spierings, The Conference Board, on Thursday, March 9, 2023

Tags: CEOs, Corporate governance, ESG, Proxy season, Say on pay, Shareholder activism