Yearly Archives: 2017

The Global Rise of Corporate Saving

Loukas Karabarbounis is Professor of Economics at the University of Minnesota; Brent Neiman is Professor of Economics at the University of Chicago Booth School of Business. This post is based on a recent article, forthcoming in the Journal of Monetary Economics, by Professor Karabarbounis, Professor Neiman, and Peter Chao-Wen Chen, University of Chicago Booth School of Business.

The sectoral composition of global saving changed dramatically during the last three decades. Whereas in the early 1980s most of global investment was funded by household saving, nowadays nearly two-thirds of global investment is funded by corporate saving. In The Global Rise of Corporate Saving we characterize patterns of sectoral saving and investment for a large set of countries over the past three decades. We measure the flow of corporate saving from the national income and product accounts as undistributed corporate profits.

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Compensation Goals and Firm Performance

Radhakrishnan Gopalan is Professor at the Olin School of Business at Washington University in St. Louis. This post is based on a recent article by Professor Gopalan; Benjamin Bennett, Visiting Assistant Professor at the Fisher College of Business at the Ohio State University; Carr Bettis, Executive Chairman of AudioEye, Inc.; and Todd Milbourn, Vice Dean and Hubert C. & Dorothy R. Moog Professor of Finance at the Olin School of Business at Washington University in St. Louis. Related research from the Program on Corporate Governance includes: Paying for Long-Term Performance by Lucian Bebchuk and Jesse Fried (discussed on the Forum here).

In the article Compensation Goals and Firm Performance which is forthcoming in the Journal of Financial Economics, we study the growing use of specific performance goals in top executive compensation packages. A recent survey by the consulting firm Hay Group found that more than half of the CEOs in their study have compensation tied to explicit goals, up from around 35% just four years earlier. Prominent shareholders like Warren Buffet agree with the need for such targets, stating: “Lacking such [goals], managements are tempted to shoot the arrows of performance and then paint the bull’s-eye around wherever it lands.”

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Perk Disclosures: Reminders for Executives and Directors

Ade Heyliger is a partner and Kaitlin Descovich is an associate at Weil, Gotshal & Manges LLP. This post is based on a Weil publication.

The SEC recently settled with the former Chairman and CEO of MDC Partners, Inc. for $5.5 million concluding a years-long investigation into his receipt of perks and the related disclosure in the company’s proxy statements. MDC settled with the SEC for $1.5 million in January 2017.

Miles Nadal stepped down from his positions on July 20, 2015 and agreed to repay to the company $10.582 million in cash bonus awards that contained claw-back provisions in connection with an internal investigation by a Special Committee of MDC’s board of directors. The investigation into the perks, personal expense reimbursements and other items of value received by Mr. Nadal or his management company from 2009-2014 ultimately revealed that Mr. Nadal received far more benefits than were disclosed in MDC’s proxy statements—ranging from sports car and yacht expenses to cosmetic surgery to charitable donations in his name—totaling nearly $11.285 million, which Mr. Nadal also repaid to MDC. On May 11, 2017, without admitting or denying the SEC’s findings of securities law violations, Mr. Nadal consented to an SEC cease-and-desist order and he agreed to pay $1.85 million in disgorgement, $150,000 in interest and a $3.5 million penalty. Mr. Nadal also agreed to be barred from serving as an officer or director of a public company for five years.

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Corporate Governance of SIFI Risk-Taking: An International Research Agenda

Steven L. Schwarcz is the Stanley A. Star Professor of Law & Business at Duke University School of Law and Senior Fellow, the Centre for Corporate Governance Innovation (CIGI); and Aleaha Jones is a 2017 graduate of Duke University School of Law. This post is based on their recent paper, forthcoming as a chapter in Cross-Border Bank Resolution (Bob Wessels & Matthias Haentjens, eds., 2017-18).

In Corporate Governance of SIFI Risk-taking: An International Research Agenda, a chapter forthcoming in Cross-Border Bank Resolution (Bob Wessels & Matthias Haentjens, eds., 2017-18), we suggest a framework for examining how corporate governance regulation could help to control excessive risk-taking by systemically important financial institutions (SIFIs) and analyzing how that regulation should be evaluated. Our purpose is not to provide definitive and complete answers; instead, we offer a possible research agenda of critical issues for scholars, policymakers, and regulators around the world to consider.

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Breaking the Ice: Investors Warm to Climate Change

Nick Dawson is Co-Founder & Managing Director at Proxy Insight. This post is based on a Proxy Insight publication.

With the first ever 2 degrees Celsius campaign proposal recently passing at Occidental Petroleum, this post looks at the increasing success of climate change shareholder proposals alongside Proxy Insight data on the subject.

Warming to climate change

Investors in Occidental Petroleum recently passed a shareholder resolution on climate change reporting. The vote was hailed as historic, marking the first time such a resolution has passed at a major US fossil fuel company, indicating what could be the next hot topic in global corporate governance standards.

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Weekly Roundup: June 2, 2017–June 8


More from:

This roundup contains a collection of the posts published on the Forum during the week of June 2, 2017–June 8.


Appraisal Decision Sole Reliance on Merger Price: PetSmart


The Role of Social Capital in Corporations: A Review



On Long-Tenured Independent Directors



The Limits of Gatekeeper Liability






Déjà Vu All Over Again: New Efforts to Reinstate the Glass-Steagall Act





Retired or Fired: How Can Investors Tell If the CEO Left Voluntarily?

Brian Tayan is a Researcher with the Corporate Governance Research Initiative at Stanford Graduate School of Business. This post is based on a recent paper by Mr. Tayan; Ian D. Gow, Assistant Professor of Business Administration at Harvard Business School; and David Larcker, James Irvin Miller Professor of Accounting at Stanford Graduate School of Business.

Shareholders and members of the public have a vested interest in understanding the reasons behind CEO and senior executive departures. Because of the influence these key individuals have on corporate performance, investors want to know whether executive turnover is the result of a carefully planned transition or whether it is instead due to forced termination for poor performance or governance-related issues. Unfortunately, succession at many companies tends to occur in a black box. Members of the public are not privy to the boardroom discussions that precede turnover events, and the public statements announcing executive departures usually contain boilerplate language that does little to elucidate the factors that led to their occurrence. [1] This lack of clarity makes it difficult for shareholders to determine the degree to which board members hold senior executives accountable for performance and to assess governance quality.

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Criticism of Governance Provisions in Proxy Contest Leads to Reincorporation

Ning Chiu is counsel at Davis Polk & Wardwell LLP. This post is based on a Davis Polk publication by Ms. Chiu.

Among the settlement terms in the proxy contest between Arconic Inc. and Elliot Management is an agreement to reincorporate to Delaware due to the corporate governance provisions in the company’s charter.

As the surviving company of Alcoa Inc., which spun off parts of its business into a new entity called Alcoa Corp., the renamed Arconic was governed under a charter that staggered board elections and required 80% of outstanding shares to amend the terms for fair price protection, change the classified board or remove its directors. About eight years ago, shareholder proposals favored by a majority of the votes cast asked the board to amend those provisions. Though the company made several efforts by sponsoring management proposals that the board supported, the company never obtained the requisite 80% of outstanding shares necessary to effect the changes. In fact, it appears that the number of shares voted on any proposal may have never reached that level.

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Five Key Points from the DOL’s Fiduciary Rule Announcement

Dan Ryan is Leader of the Financial Services Advisory Practice at PricewaterhouseCoopers LLP. This post is based on a PwC publication by Mr. Ryan, Mike Alix, Adam Gilbert, and Roberto Rodriguez.

On May 22, Department of Labor (DOL) Secretary Alexander Acosta capped months of uncertainty about the DOL’s fiduciary duty rule by announcing that the June 9 compliance date would not be delayed further. [1] While this means that the rule’s “best interest” standard for retirement advice will go into effect on June 9, full implementation of the rule is not scheduled until January 1, 2018. Following Secretary Acosta’s announcement, the DOL clarified its policy on enforcement through the end of this year and released a new set of responses to frequently asked questions (FAQs), one of which made clear that it will continue an in-depth analysis of whether the fiduciary rule harms retirement investors or the industry, as directed by a February White House Memorandum (Memo). [2]

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Supreme Court Applies Five-Year Statute of Limitations to SEC Disgorgement Claims

Lewis J. Liman and Matthew C. Solomon are partners at Cleary Gottlieb Steen & Hamilton LLP. This post is based on a Cleary Gottlieb publication by Mr. Liman, Mr. Solomon, and Alexander Janghorbani.

On June 5, 2017, the Supreme Court unanimously held that the five-year statute of limitations in 28 U.S.C. § 2462 applies to claims for disgorgement by the Securities and Exchange Commission (“SEC”). The Court’s opinion in Kokesh v. SEC expands upon its 2013 decision in Gabelli v. SEC to prohibit the SEC from seeking to recover monetary relief for conduct that occurred outside the five-year statute. This opinion may have the greatest impact on enforcement areas that tend to be resource-intensive or difficult to investigate, such as claims under the Foreign Corrupt Practices Act, but may also incentivize the SEC to speed the pace of its investigations and its use of tolling agreements.

Cleary Gottlieb argued and won the Gabelli case and submitted an amicus brief on the prevailing side in the Kokesh case.

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