Yearly Archives: 2017

The Heterogeneity of Board-Level Sustainability Committees and Corporate Social Performance

Rani Hoitash is Gibbons Research Professor of Accountancy at Bentley University; Udi Hoitash is Associate Professor of Accounting and Gary Gregg Research Fellow at D’Amore-McKim School of Business, Northeastern University. This post is based on a recent article authored by Mr. Hoitash, Mr. Hoitash, and Jenna J. Burke, Bentley University, forthcoming in the Journal of Business Ethics.

In our article, The Heterogeneity of Board-Level Sustainability Committees and Corporate Social Performance, forthcoming in the Journal of Business Ethics, we explore the performance impact of board-level sustainability committees.

Despite the increased prevalence of these committees on corporate boards, some critique their presence as a mere symbolic action to appease disgruntled stakeholders—ranging from representatives of local communities to employees, the environment, consumers, and suppliers. Indeed, early findings from academic research have shown these committees to have little to no performance impact. This is puzzling when combined with the finding that companies continue to adopt (Eccles et al. 2014), improve, and dedicate resources to these committees.

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Dow 30 CEOs’ Stock Value Gained $400 Million Since Election Day

Dan Marcec is Director of Content at Equilar, Inc. This post is based on an Equilar publication by Mr. Marcec which was originally published in the Equilar Knowledge Center.

As the Dow Jones Industrial Average (DJIA) crested 20,000 for the first time in history just days after Donald Trump was inaugurated as President of the United States, it’s no surprise that the value of stock ownership among the nation’s top CEOs would have increased in kind. Indeed, according to a new study from Equilar, the total stock ownership value gained by CEOs of Dow 30 companies increased $401.9 million for the period between Election Day, November 8, 2016, and February 10, 2017, the week ending three months afterward.

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Initial Lessons from the Anthem-Cigna M&A Lawsuit

Jonathan Corsico and Aric H. Wu are partners at Gibson, Dunn & Crutcher LLP. This post is based on a Gibson Dunn publication by Mr. Corsico, Mr. Wu, and Quinton C. Farrar. This post is part of the Delaware law series; links to other posts in the series are available here.

On February 8, 2017, U.S. District Judge Amy Berman Jackson blocked the proposed $48 billion merger of health insurers Anthem Inc. and Cigna Corp. on antitrust grounds. In the wake of this ruling, Cigna notified Anthem that it was terminating their merger agreement and, on February 14, filed suit against Anthem in the Delaware Court of Chancery for a declaratory judgment that it had lawfully terminated the agreement. Cigna’s suit seeks recovery of a $1.85 billion reverse termination fee and more than $13 billion in damages that Cigna claims represents the premium value its stockholders lost due to Anthem’s alleged breaches of the merger agreement.

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Teaming Up and Quiet Intervention: The Impact of Institutional Investors on Executive Compensation Policies

Mieszko Mazur is Assistant Professor at the IESEG School of Management; and Galla Salganik-Shoshan, Assistant Professor of Finance at Ben-Gurion University of the Negev. This post is based on article by Professor Mazur and Professor Salganik-Shoshan, forthcoming in the Journal of Financial Markets.

In a modern corporation, a single large investor no longer monopolizes active monitoring. A typical investor base in the U.S. public firm constitutes several blockholders which arguably maximize the very same objective function. These investors communicate with one another via private channels e.g., word-of-mouth and interpersonal connections, in order to coordinate their monitoring activities and exert influence on corporations to adopt governance attributes that better protect their interests.

The article examines whether institutional investors intervene in corporations with the aim of improving their incentive systems. To investigate this question, we construct metrics based on the geographic location of institutions. We conjecture that institutional investors get involved in informal interactions and that the intensity of these interactions as well as their effectiveness is commensurate with the geographic distance between them. Investors which are close to each other in physical space, are more likely to exchange ideas through casual conversation in person or over the phone in the same word-of-mouth channel. Consequently, they are more likely to share similar views, act alike, and cooperate.

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A Look at Board Composition: How Does Your Industry Stack Up?

Paula Loop is Leader of the Governance Insights Center at PricewaterhouseCoopers LLP. This post is based on a PwC publication by Ms. Loop and Terry Ward.

Does your board have the right makeup for the future?

Board composition is “the” issue for investors in 2017. Some industries are taking more steps to refresh their board than others—how does yours stack up? As the economic environment changes and lines between industries start to blur, companies are looking for directors with different, less traditional and even broader skills. Technology skills will be key across sectors.

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Focus on Annual Incentives: Metrics, Goals, and More

Roy Saliba is Executive Director and Head of Global Compensation Products at Institutional Shareholder Services, Inc. This post is based on an ISS publication by Mr. Saliba.

Boards around the world are searching for the “right” performance metrics, and the “right” way to set performance goals. While much of the focus is often on long-term awards, short-term metrics and targets can pose as much or even more of a challenge. Long-term programs are often based on relative performance measures, but short-term programs are more frequently based on absolute measures, and more often than not include earnings measures.

To investors, performance award details, including the choice of metrics, the setting of target goals, and the actual achievement of results provide powerful insights into the board’s performance expectations and how the board motivates management. In designing performance awards, a company’s primary objective is to align shareholder interests with executives, or in other words, pay and performance should be aligned.

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The Trajectory of American Corporate Governance: Shareholder Empowerment and Private Ordering Combat

Jennifer G. Hill is Professor of Corporate Law at Sydney Law School and a Director of the Ross Parsons Centre of Commercial, Corporate and Taxation Law. This post is based on her recent paper. Related research from the Program on Corporate Governance includes The Myth that Insulating Boards Serves Long-Term Value by Lucian Bebchuk (discussed on the Forum here); and Private Ordering and the Proxy Access Debate by Lucian Bebchuk and Scott Hirst (discussed on the Forum here).

Shareholder power and activism are topics of enormous current interest in the United States and around the world. The prospect of greater shareholder involvement in corporate governance has been welcomed and encouraged in some jurisdictions, such as the United Kingdom, yet has been met with widespread apprehension in the United States. There is a paradox here. Although the United States is generally regarded as the birthplace of shareholder activism, in fact, US shareholders have traditionally possessed far fewer corporate governance rights than shareholders in other common law jurisdictions, including the United Kingdom and Australia.

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Trends in Merger Investigations and Enforcement at U.S. Antitrust Agencies: 2006–2015

Cagatay Koç is a principal and Joseph T. Breedlove is a manager at Cornerstone Research. This post is based on a Cornerstone publication authored by Mr. Koç and Mr. Breedlove.

This post is based on the second in a series of annual Cornerstone Research reports describing merger investigations and enforcement activity at the Bureau of Competition at the Federal Trade Commission (FTC) and the Antitrust Division of the Department of Justice (DOJ). The analysis is based on data provided in the last 10 joint FTC/DOJ annual reports to Congress pursuant to the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976 (HSR Reports) for fiscal years 2006 through 2015. [1]

This post provides a context for evaluating possible outcomes of individual cases as they proceed through the regulatory process.

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Alternatives to Quantitative Metrics in Performance Share Plans

Lane T. Ringlee is a Managing Partner at Pay Governance LLC. This post is based on a Pay Governance publication by Mr. Ringlee, Maggie Choi, Marizu Madu, and Peter Ringlee.

Companies have migrated a significant portion of equity compensation to performance-based long-term incentive (LTI) awards—typically performance shares or stock units (PSUs)—from stock options.[1] Over 80% of companies in the S&P 500 now have such plans; these also now comprise the majority weighting among LTI vehicles. This trend has been driven in, large part, by the desire of Compensation Committees to place at least one-half equity compensation in the form of “performance-based” pay as defined by the proxy advisory firms. With increasing pressure, committees have further focused these performance share plans to ensure clear and convincing alignment with total shareholder return (TSR), largely due to the pay for performance (P4P) evaluation methodologies employed by the proxy advisors and the diminution of stock options in the long-term incentive portfolio. In addition, the use of relative TSR as a PSU metric has provided another benefit to Compensation Committees: delivering a multi-year performance goal without the need for an annual target-setting exercise or justification of performance targets and ranges to the external world. We have referred to this trend relative TSR in PSU plan reliance in prior Pay Governance Viewpoints as a leading cause of the “homogenization” of pay programs.

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Commissioner Stein Remarks on U.S. Securities-Based Crowdfunding

Kara M. Stein is a Commissioner at the U.S. Securities and Exchange Commission. The following post is based on Commissioner Stein’s recent remarks at an SEC-NYU Dialogue on Securities Market Regulation, available here. The views expressed in this post are those of Ms. Stein and do not necessarily reflect those of the Securities and Exchange Commission or its staff.

Good afternoon. Thank you all for contributing to this inaugural SEC-NYU dialogue on securities crowdfunding. In particular, I would like to thank each of the panelists, SEC staff in the Divisions of Economic and Risk Analysis and Corporation Finance, and the NYU Salomon Center for the Study of Financial Institutions.

Today’s [Feb. 28, 2017] program has focused on federal crowdfunding. We are now able to observe the first tentative steps investors, entrepreneurs and intermediaries have taken in navigating this new landscape. From May 16, 2016, when crowdfunding went “live” to December 31, 2016, 21 funding portals registered with the SEC and FINRA. They facilitated 163 deals involving 156 distinct issuers. Moreover, as of the end of last month, 36 reported deals raised $11.3 million. These first steps hint at how small businesses will use federal crowdfunding.

The information presented today also hints at potential challenges. Three areas I believe deserve more thought and attention include (i) funding portals’ role as gatekeepers and facilitators of capital formation; (ii) the types of securities offered to retail investors in crowdfunding deals; and (iii) market concentration.

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