Yearly Archives: 2020

ESG and Corporate Purpose in a Disrupted World

Kristen Sullivan is Partner of Sustainability and KPI Services at Deloitte & Touche LLP, Amy Silverstein is Senior Manager and Purpose Strategy Lead at the Monitor Institute, Deloitte LLP, and Leeann Galezio Arthur is Senior Manager at the Center for Board Effectiveness, Deloitte & Touche LLP. This post is based on a Deloitte memorandum by Ms. Sullivan, Ms. Silverstein, Ms. Arthur, Maureen Bujno, and Bob Lamm. Related research from the Program on Corporate Governance includes The Illusory Promise of Stakeholder Governance by Lucian A. Bebchuk and Roberto Tallarita (discussed on the Forum here); Socially Responsible Firms by Alan Ferrell, Hao Liang, and Luc Renneboog (discussed on the Forum here).

Even before the world was disrupted by COVID-19 and current events calling for a greater focus on social justice, corporate America was already at an inflection point with respect to its role in society, facing louder and more widespread calls for businesses to consider a broader range of stakeholders. From the groundswell of support for shareholder proposals on environmental and social matters starting in 2017, to the August 2019 statement of the Business Roundtable, to continuing pressure from prominent members of the investment community, the conversation on the purpose of the corporation has continued to gain momentum. While it remains to be seen whether we are witnessing a permanent transition from the primacy of shareholder capitalism to the inclusion of stakeholder capitalism, the above and other developments have had a profound impact on the corporate community’s approach to environmental, social, and governance (ESG) issues. In addition to increasing demands of primary stakeholders, defining and integrating corporate purpose and ESG objectives will require companies to evaluate a wide range of decisions through a multistakeholder lens, leading corporations to prioritize groups that once might have been viewed as nontraditional or secondary stakeholders: employees, customers, suppliers, communities, and other affiliations.

READ MORE »

Blindsided by Social Risk: How Do Companies Survive a Storm of Their Own Making?

David F. Larcker is the James Irvin Miller Professor of Accounting at Stanford Graduate School of Business and Brian Tayan is a Researcher with the Corporate Governance Research Initiative at Stanford Graduate School of Business. This post is based on their recent paper.

We recently published a paper on SSRN, Blindsided by Social Risk: How Do Companies Survive a Storm of Their Own Making?, that examines how companies respond to social risk using a proprietary dataset from Marketing Scenario Analytica.

Our concept of risk continues to broaden. Historically, risk managers concerned themselves with strategic, operating, and financial breakdowns that could disrupt business activity and harm shareholder or stakeholder performance. Following the collapse of Enron, risk frameworks broadened to include financial reporting and fraud. Companies developed more rigorous internal control environments to mitigate the likelihood of these events. After the financial crisis of 2008, the scope of risk assessments expanded further, as corporate directors were asked to evaluate how compensation incentives might contribute to risk by rewarding decisions that run counter to or are in excess of the firm’s risk appetite (so-called “excessive risk taking”). Dodd-Frank required expanded analysis and disclosure of the relation between incentives and risk in the annual proxy, and shareholders were given an advisory vote on executive pay (say-on-pay).

READ MORE »

SEC Roundtable: “Emerging Markets, Including China”

Nicolas Grabar and Shuang Zhao are partners and Robert Williams is counsel at Cleary Gottlieb Steen & Hamilton LLP. This post is based on their Cleary memorandum.

The Securities and Exchange Commission held a roundtable on July 9, 2020 on investing in emerging markets. Participants with a very wide range of perspectives addressed three concentric circles of topics:

  • At the core is the regulatory impasse between the United States and China over the ability of the Public Company Accounting Oversight Board (PCAOB) to conduct inspections and investigations of Chinese auditing firms.
  • More broadly, many participants discussed whether there are specific risks involved in investing in Chinese businesses with equity securities trading on U.S. exchanges.
  • At the most general level, the discussion addressed risks of “investing in emerging markets,” a term that participants used in different ways.

This post summarizes some themes from the discussion and identifies questions about possible future regulatory developments. [1]

READ MORE »

A Look Back at Shareholder Activism During the 2020 Proxy Season

David Whissel is Executive Vice President and Director of Corporate Governance at MacKenzie Partners, Inc. This post is based on his MacKenzie Partners memorandum. Related research from the Program on Corporate Governance includes Dancing with Activists by Lucian Bebchuk, Alon Brav, Wei Jiang, and Thomas Keusch (discussed on the Forum here).

The past four months have brought unprecedented change to the capital markets and the world at large. As the global COVID-19 pandemic spread throughout the world, the economic disruption was significant, and a decade-long bull market was transformed almost overnight. The proxy season that has followed has been unlike almost any other, but also reassuringly familiar. Despite predictions to the contrary, activism in the United States remained persistent; many large activists were limited in their activity, but the occasional and first-time activists that picked up the slack found considerable success in achieving their objectives. Further, an increase in overall market volatility saw the return of poison pills as a viable defense mechanism (at least temporarily) but has also created new opportunities for activists in what had previously been somewhat of a stagnant market.

Market Volatility Creates New Opportunities

As we have written previously, the outbreak of the coronavirus pandemic in the US in March 2020 led to an immediate and dramatic increase in market volatility at levels that had not been seen since the previous major financial crises of 2008, 1987, and 1929. The spike in volatility persisted well into April before settling down to a more normalized (but still elevated) level. Relative to the pre- COVID market, in which valuations were stretched and true “value” opportunities were limited, this new paradigm created attractive new entry points for many activists—not just in distressed sectors, but also in high-quality, resilient businesses where there was a temporary value dislocation.

READ MORE »

Assessing Your Company’s Response to COVID-19

Paula Loop is Governance Insights Center Leader at PricewaterhouseCoopers LLP. This post is based on a PwC memorandum authored by Ms. Loop and David Stainback.

The COVID-19 pandemic has led to the biggest crisis many companies have had to face in their corporate lifetime. Few companies anticipated that something of this scope and size could happen, and most were not prepared for it.

Companies reacted to the outbreak either by adapting whatever crisis or continuity plans they had in place, or by starting from scratch, trying not to get caught too far behind their peers. Many companies have been granted a bit of leeway for their response by the public, media and stakeholders, highlighting the “we’re all in this together” sentiment. But no company should expect that to last forever.

Preparing to do better, next time

In a prolonged crisis, as this is proving to be, we often see waves of activity separated by a period of calm—like flying through a hurricane. Many companies are currently in the eye of the storm, but stakeholders—employees, consumers and investors—will expect them to do better in the next wave and beyond.

READ MORE »

Comment Letter on Control Shares Statutes and Registered Investment Companies

Phillip Goldstein is the co-founder of Bulldog Investors. This post is based on his letter to the SEC Division of Investment Management. Related research from the Program on Corporate Governance includes The Long-Term Effects of Hedge Fund Activism by Lucian Bebchuk, Alon Brav, and Wei Jiang (discussed on the Forum here); and The Myth that Insulating Boards Serves Long-Term Value by Lucian Bebchuk (discussed on the Forum here).

“You’re supposed to stand for somethin’! You’re supposed to protect people!” [1]

Once upon a time, investment companies (“funds”) were only subject to the laws of the state in which they were registered. In a report to Congress, the SEC identified a number of abuses and evils, including funds taking advantage of lax state laws to issue securities with inequitable or discriminatory provisions.

After extensive hearings, Congress concluded that the individual states had failed to protect investors from the sort of abuses the SEC had documented. (Section 1(a)(5).) Consequently, Congress adopted the Investment Company Act of 1940 (the “ICA”). Unlike other federal securities laws that focused on disclosure and fraud, the ICA required funds to adopt certain governance practices and prohibited others. Commissioner Robert E. Healy and Chief Counsel David Schenker [2] were the primary architects of what was to become the ICA. In a prepared statement to the Senate Subcommittee on Banking and Currency on April 2, 1940, Commissioner Healy said this:

READ MORE »

Initial Perspectives and Implications of SEC Proxy Advisory Reform

Today [July 22, 2020], the U.S. Securities and Exchange Commission adopted amendments to the proxy rules governing proxy advisors (e.g., Institutional Shareholder Services (“ISS”) and Glass Lewis), which SEC Chairman Jay Clayton noted are part of the SEC’s on-going efforts to “modernize and enhance the accuracy, transparency and effectiveness of [the] proxy voting system.” He added that the new rules reflect the importance of ensuring that institutional investors act “in a manner consistent with their fiduciary obligations” and, especially when using third parties like proxy advisors, “have access to transparent, accurate and materially complete information on which to make their voting decisions.”

As we previously discussed, the SEC’s initial proposed rules met with a mix of supportive and dissenting views from investors, stiff resistance from the proxy advisory firms and the Council of Institutional Investors, and clear support from public companies and other market participants who share the concern that proxy advisory firms wield undue power and influence in the proxy voting process. Importantly, the SEC’s adopting release also includes several warning shots that may restrain, at least in part, a few of the more controversial and abusive tactics that enable activist hedge funds and other market participants to unduly influence proxy advisory firm recommendations or evade Schedule 13(d)/(g) reporting requirements.

READ MORE »

Statement by Commissioner Lee on Proposed Summary Shareholder Report

Allison Herren Lee is a Commissioner at the U.S. Securities and Exchange Commission. This post is based on her recent public statement. The views expressed in the post are those of Commissioner Lee, and do not necessarily reflect those of the Securities and Exchange Commission, the other Commissioners, or the Staff.

More and more, America’s families save for their children’s education, for their own retirement, and for a host of other purposes by investing their money in mutual funds and relying on the asset management industry to put their money to work. That’s what I have done for my family just as many folks on this call have as well. We know that it is vital for investors to understand exactly how their money is managed and how their investments perform over time. To that end, although there are a couple of items in the proposal that I hope will improve, I’m pleased to support it because it would make a number of helpful changes to fund disclosure requirements to provide investors with information that is more digestible, user-friendly, relevant, and engaging. [1]

For example, the proposal would simplify the presentation of fees and expenses, in both the prospectus and the new summary shareholder report, by adopting plain English headings and requiring that funds include illustrative dollar amounts for each expense rather than only percentages. The changes would also tailor the disclosure requirements to provide investors with the information that is more directly relevant to them at the time. New purchasers will get a prospectus as before, but existing shareholders will get a summary shareholder report that has more detailed information about the fund’s performance, investments, and expenses over the past year. [2]

READ MORE »

Board Structure, Director Expertise, and Advisory Role of Outside Directors

Jun-Koo Kang is Canon Professor at Nanyang Technological University. This post is based on a paper forthcoming in the Journal of Financial Economics by Professor Kang; Sheng‐Syan Chen, University Chair Professor at National Chengchi University; Yan-Shing Chen, Associate Professor at National Taiwan University, and Shu-Cing Peng, Assistant Professor at National Central University.

Despite the fact that the effects of board structure and director expertise on firm performance and policies are central questions in the literature on boards of directors, evidence on these questions is mixed, due largely to the endogenous nature of board structure. We also have limited evidence about the channels through which director expertise affects firm value and the circumstances under which firms can benefit from the advisory role of directors with relevant expertise without losing monitoring efficiency.

In this paper, we use a trade policy shock that affects corporate demand for qualified directors as an exogenous source of variation in board structure to provide new evidence on these important questions. Specifically, we use U.S. Congress’ grant of Permanent Normal Trade Relations (PNTR) status to China in 2000 as a quasi-policy shock to corporate demand for outside directors with China-related experience (hereafter “directors with China experience”) and investigate how such a shock affects U.S. firms’ board structure, board advisory role in investment decisions involving Chinese firms, and the assessment of directors with China experience in the stock market and the director labor market.

READ MORE »

Weekly Roundup: July 31–August 6, 2020


More from:

This roundup contains a collection of the posts published on the Forum during the week of July 31–August 6, 2020.

The Market for CEOs



2020 Activist Investor Report


Introduction to ESG


SEC Proposes Increase in Form 13F Reporting Threshold


The Dutch Stakeholder Experience


Legal Liability for ESG Disclosures


Corporate Culture as a Theory of the Firm



Disclosure Regarding Director’s Conflict During Merger Negotiations


The Origins and Real Effects of the Gender Gap: Evidence from CEOs’ Formative Years


Comment Letter to DOL




On the Purpose and Objective of the Corporation



ESG Shareholder Engagement and Downside Risk


Statement Chairman Clayton on Transparency for Investors and at the Commission

Page 37 of 96
1 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 96