Author Archives: Victoria Sidoti

Strengthening pay practices

By Victoria Sidoti | Published Tuesday, November 28, 2023

2023 marked the first time in four years S&P 500-listed issuers awarded compensation packages based on a down market. In 2022, the S&P 500 index’s total return was -19.4% and companies generally responded as investors would expect, with average granted compensation for companies in the index decreasing to $15.7 million in 2022, down from $17.5 […]

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Law and Political Economy in China: The Role of Law in Corporate Governance and Market Growth

By Victoria Sidoti | Published Tuesday, November 28, 2023

Scholars have long regarded certain attributes of corporate governance, particularly legal protections of private ownership, as prerequisites for financial development, deep capital markets and economic growth. Yet, the development of the Chinese market challenges many of the underlying assumptions of this “law matters” thesis. For decades, China achieved substantial growth and developed markets while preserving […]

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2023 Annual ESG Preparedness Report

By Victoria Sidoti | Published Monday, November 27, 2023

1. Sustainability Governance is increasing ‘On Paper’ In 2019, just over half of the businesses had a board policy for ESG oversight. This number increased to 88% globally in 2023, and almost all US companies onboard except for five. ESG oversight is primarily measured by the presence of a board committee that addresses environmental, social, […]

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SEC Adopts Final Rules to Amend Beneficial Ownership Reporting Rules

By Victoria Sidoti | Published Sunday, November 26, 2023

Overview On October 10, 2023, the SEC adopted rule amendments related to Section 13 beneficial ownership reporting rules (the “Final Rules”).  In brief, the Final Rules accelerate the filing deadlines for Schedules 13D and 13G, provide guidance on the formation of a “group” and provide guidance on the treatment of cash-settled derivatives.  The Final Rules […]

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US Public Company Board Diversity in 2023: How Corporate Director Diversity Can Contribute to Board Effectiveness

By Victoria Sidoti | Published Friday, November 24, 2023

This report documents corporate governance trends and developments at US publicly traded companies—including information on board composition and diversity, the profile and skill sets of directors, and policies on their election, removal, and retirement. The analysis is based on recently filed proxy statements and complemented by the review of organizational documents (including articles of incorporation, […]

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ConEd Is Not Dead In Delaware

By Victoria Sidoti | Published Thursday, November 23, 2023

This is the price paid for allowing our hopes, rather than established law, to guide public merger agreement drafting for the last 18 years.  Con Edison v Northeast Utilities, a 2005 Second Circuit decision regarding a New York law governed merger agreement, found that, absent clear contractual language to the contrary, a target company could […]

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ESG and Public Pension Investing in 2023: A Year-To-Date Recap and Analysis

By Victoria Sidoti | Published Wednesday, November 22, 2023

Since 2021, Ropes & Gray has been actively tracking the various approaches states have taken on how or whether environmental, social and governance (ESG) factors should be applied to the investment decisions for public retirement systems. States have used legislative, administrative and enforcement mechanisms to address this area, which has been complemented by Congressional Republicans’ […]

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Criminal Subsidiaries

By Victoria Sidoti | Published Wednesday, November 22, 2023

Each year, Department of Justice (DOJ) components resolve a handful of corporate criminal cases with subsidiary-only conviction (SOC) settlements. In SOC settlements, a subsidiary pleads guilty to offenses that its parent or siblings share liability for. From 2013 to 2022, SOC settlements occurred in at least 3.3% of all federal corporate criminal resolutions, including 5.6% […]

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