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Program on Corporate Governance Advisory Board
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino
- Steven J. Williams
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Compensation Clawbacks – Surveying the Disclosures to Date
As we approach the third anniversary of the date when incentive compensation “received” is subject to clawback, we have taken a closer look at the disclosures companies have made since implementation. This Thoughtful Pay Alert summarizes our findings from reviewing publicly available disclosures of “recovery analyses” conducted between January 1, 2024 and June 30, 2026.
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Posted in Practitioner Publications
Tagged Clawbacks, disclosures, Executive Compensation, SEC
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A Breakout Year for CVRs: 2025 and First-Half 2026 Trends in Life Sciences Public M&A
Three years after our first survey documented the reemergence of contingent value rights (“CVRs”) in public life sciences M&A, 2025 marked their biggest year yet. A record 28 of 59 announced public life sciences transactions (approximately 47%) included a CVR, the highest ever annual count and share. The concentration was even greater in biopharma, where […]
Click here to read the complete postWeekly Roundup: September 11-17, 2026
SEC Proposes Regulation Crypto Assets: A Tailored Offering Framework for Crypto Investment Contracts Posted by Jason Daniel, Mike Asaro, and Jack Murphy, Akin Gump Strauss Hauer & Feld LLP, on Friday, September 11, 2026 Tags: Crypto, Crypto Assets, investment, SEC Remarks by Chairman Atkins on Artificial Intelligence and Reforming Regulation NMS Posted by Paul Atkins, […]
Click here to read the complete postShareholder Activism: Ten Trends for 2027
Last year, we identified ten trends that we expected to shape shareholder activism in 2026. Those trends included: increasing M&A-focused activism, emboldened occasional activists, less visibility into shareholder views, the normalization of serving as a dissident nominee, and more “withhold” campaigns. The 2026 proxy season has largely borne out our expectations. Activism continued at elevated […]
Click here to read the complete postExecutive Security and Protection Continues to Expand
KEY TAKEAWAYS Personal security benefits are becoming more common. Among S&P 500 companies, prevalence of CEO personal security increased from 35% to 54% year over year, while approximately 47% of companies now provide personal security to at least one additional named executive officer (NEOs). Growth is most pronounced below the CEO level. Median personal security […]
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Posted in Practitioner Publications
Tagged CEOs, disclosures, executive security, S&P 500
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DATs and Crypto-Pivot Companies: Understanding and Mitigating Shareholder Activism Risks
The emergence of digital asset treasury companies (“DATs”) and crypto-pivot companies – public companies that have repositioned all or a substantial portion of their corporate strategy around the acquisition, accumulation, and management of digital assets – has introduced a new and rapidly evolving sector of public companies to the market. Since the beginning of 2025, […]
Click here to read the complete postRecent Developments for Directors
SEC Proposes Semiannual Reporting, Broad Regulatory Relief for Compliance and Registered Offerings Sweeping proposals from the US Securities and Exchange Commission would revamp public company reporting and streamline access to public capital markets. The proposals could become effective as early as 2027 or, more likely, 2028. Companies would be free to choose each year to […]
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Posted in Practitioner Publications
Tagged AI, Cybersecurity, SEC, Shareholder proposals
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Remarks by Chairman Atkins on Artificial Intelligence and Reforming Regulation NMS
Good morning, ladies and gentlemen. I regret that contemporaneous business out of town keeps me from joining you in person today, but I would be remiss not to briefly address this group—albeit pre-recorded—and to thank you for your spirited service on behalf of American investors. I am grateful, as ever, for the thoughtfulness with which […]
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Posted in Practitioner Publications
Tagged AI, Investor Advisory Committee, SEC, Shareholders
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Weekly Roundup: September 4-10, 2026
2026 Proxy Season: Trending Proposal Topics Posted by Zally Ahmadi, D.F. King, on Friday, September 4, 2026 Tags: Board of Directors, Corporate Goverance, GHG, Shareholders SEC Comment Letter Review Signals Investor Support for Preserving Executive Compensation and Governance Disclosure Requirements Posted by Mike Kesner and Annie Chen, Pay Governance LLC, on Saturday, September 5, 2026 […]
Click here to read the complete postIndividual Investors Filing Shareholder Resolutions Have Had A Significant and Impactful Role in Encouraging Good Corporate Governance
There has been considerable attention to the shareholder resolution process in the last months. Institutional investors, religious investors, pension funds, have all been speaking out about protecting the right of shareholders to engage companies by filing resolutions. Yet the role and the impact of the small individual investor has been underplayed. In fact, two individual […]
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Posted in Practitioner Publications
Tagged Corporate governance, Institutional Investors, investors, SEC
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