-
Supported By:
Subscribe or Follow
Program on Corporate Governance Advisory Board
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier Christine Davine
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
“Say on Pay” Shareholder Advisory Votes on Executive Compensation
Our firm has recently released a new M&A Commentary on proposals requiring an annual shareholder vote on executive compensation, known as “Say on Pay” proposals, that many public companies are likely to face during the 2008 proxy season. The Commentary, entitled “Say on Pay” Shareholder Advisory Votes on Executive Compensation: The New Frontier of Corporate […]
Click here to read the complete post
Posted in Executive Compensation, Practitioner Publications
Tagged Executive Compensation, Say on pay
Comments Off on “Say on Pay” Shareholder Advisory Votes on Executive Compensation
SEC Votes to Permit Exclusion of Shareholder Proxy Access Proposals
The SEC’s vote affirming the exclusion of stockholder proposals seeking access to the company’s proxy to run a director election proxy fight has drawn this short and sweet applause from the attorneys most involved in the fight at Wachtell, Lipton, Rosen & Katz.
Click here to read the complete post
Posted in Corporate Elections & Voting, Practitioner Publications
Tagged Proxy access, SEC
Comments Off on SEC Votes to Permit Exclusion of Shareholder Proxy Access Proposals
RiskMetrics’ Martha Carter on Activism and Governance
Martha Carter, who heads the design of corporate governance policies at RiskMetrics, recently gave a presentation at the Shareholder Activism class here at Harvard Law School. In her talk, Carter offered an assessment of last year’s proxy season; the issues likely to arise during the coming proxy season; and an account of the issues receiving the […]
Click here to read the complete post
Posted in Corporate Elections & Voting, Program News & Events
Tagged ISS, Shareholder activism
Comments Off on RiskMetrics’ Martha Carter on Activism and Governance
Commissioner Nazareth Speaks on Today’s SEC Vote
The SEC today voted 3-1 to adopt a rule permitting companies to exclude from the corporate proxy shareholder proposals on ballot access for director elections. Although the text of the final rule is not yet available, the SEC has released a forceful speech by the lone dissenter, Commissioner Annette Nazareth, expressing her disappointment in the […]
Click here to read the complete postGAAP in Peril
Effective corporate governance requires reliable and consistent financial statements. Investors depend upon auditors to verify what management has done each year in innumerable corporate transactions. For decades, the American generally-accepted accounting principles (GAAP) have admirably and ably provided reliable reporting on a vast array of modern business situations. Yet a serious drive to eliminate American […]
Click here to read the complete post
Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation
Tagged Accounting, Accounting standards, GAAP, IFRS, SEC
2 Comments
Chancery Orders Production of Records for Periods Prior to Stock Ownership
The Delaware Court of Chancery issued a decision last week of both practical and theoretical importance for corporate lawyers. The opinion is Melzer v. CNET Networks, Inc., and there are at least three reasons why this case is noteworthy. First, the court held that Section 220 of the Delaware General Corporation Law, which is the […]
Click here to read the complete postCorporate Governance Objectives of Labor Union Shareholders
The SEC has been considering the issue of increased shareholder access to the corporate proxy and director elections. Labor union pension funds have been among the more vocal proponents of increased access, arguing that such access will lead to improved financial performance. Business groups, such as the Business Roundtable, have argued against increased access on […]
Click here to read the complete postStudy of Majority Voting in Director Elections
We have recently released the November 2007 edition of the Study of Majority Voting in Director Elections, which demonstrates that majority voting for the election of directors, which has been characterized by its advocates as a tool for increasing director accountability, has become the prevailing election standard among large, public companies. As issuers prepare for […]
Click here to read the complete postPublic Enforcement of Securities Laws: Preliminary Evidence
I recently presented my new discussion paper with Mark Roe, Public Enforcement of Securities Laws: Preliminary Evidence, at the Conference on Empirical Legal Studies at the New York University School of Law. The paper develops a measure of securities-enforcement intensity and examines financial outcomes worldwide in light of enforcement activity. The abstract of the paper […]
Click here to read the complete post
Posted in Academic Research, Empirical Research, HLS Research, Securities Litigation & Enforcement, Securities Regulation
Tagged Public enforcement, Securities enforcement, Securities regulation
Comments Off on Public Enforcement of Securities Laws: Preliminary Evidence
Programmed Stock Trading Plans Eyed
Editor’s Note: This post comes to us from Jonathan Hayter of the National Law Journal. The National Law Journal recently published Programmed Stock Trading Plans Eyed, which highlights recent efforts by corporate boards to ensure that executives’ stock-trading plans meet the requirements of Rule 10b5-1. That Rule permits firms to trade the company’s stock for […]
Click here to read the complete post
Posted in Executive Compensation, Securities Litigation & Enforcement, Securities Regulation
Tagged Insider trading, Rule 10b-5, SEC, SEC enforcement
Comments Off on Programmed Stock Trading Plans Eyed