Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation

Key Issues Facing Companies That Exceed Financial Expectations

We have written several posts on COVID-19’s effect on executive compensation programs at severely harmed companies and the potential actions that could be considered to mitigate some of its impact. In this post, we review companies that have exceeded initial expectations during the pandemic and the unique executive compensation challenges they may face. Background A […]

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Real Effects of Share Repurchases Legalization on Corporate Behaviors

Background A central topic for corporations is how they manage their cash. The decision to distribute cash to shareholders is among the most important ones for corporate managers with substantial free cash flows. Although share repurchases serve as one of two major distribution methods nowadays, the practice of repurchasing shares was not largely adopted by […]

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2020 Director Compensation Report

FW Cook’s 2020 Director Compensation Report studies non-employee director compensation at 300 companies of various sizes and industries to analyze market practices in pay levels and program structure. Year-over-year increases to total compensation, at the median, were modest among large-cap and mid-cap companies compared to small-cap companies, which had a relatively significant increase: the large-cap […]

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Some Thoughts for Boards of Directors in 2021

Many of the challenges that corporations and their boards have encountered in 2020 will continue to be front and center in 2021, including the COVID-19 pandemic, the movement to address racial injustice and broad-based socioeconomic inequality, an accelerating sense of urgency around climate change, technological innovation and an evolving political and regulatory climate. These trends […]

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Posted in Accounting & Disclosure, Boards of Directors, ESG, Institutional Investors, Practitioner Publications | Tagged , , , , , , , , , , , | 1 Comment

Who Benefits from Analyst “Top Picks”?

In the early 2000s, concerns about conflicts of interest of sell-side analysts led to new regulations and eventually to the Global Analyst Research Settlement. One important byproduct of these regulations is the adoption of a new stock rating system by most leading investment banks. Before the Global Settlement, 85% of analyst recommendations are issued using […]

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SEC Harmonizes Regulation and Improves Access to Capital in Private Markets

On November 2, 2020, the Securities and Exchange Commission voted 3-2 to adopt amendments to “simplify, harmonize, and improve certain aspects” of the framework for offerings exempt from Securities Act registration. The amendments largely track the March 2020 proposing release, with a few key and welcome changes, and cover a number of areas, including integration, […]

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A New Public Market Seeks to Change Capitalism by Changing the Rules

The Long-Term Stock Exchange (LTSE) was created to address a fundamental issue in today’s marketplace. As long as the public markets optimize for short-term gains, we will continue to see under-investments in workers and innovation, harmful financial engineering, and inadequate regard for the environment.  We can’t provide much-needed reforms to capitalism without urgent and sustained […]

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Posted in Boards of Directors, ESG, Institutional Investors, Practitioner Publications | Tagged , , , , , , , | 1 Comment

All the President’s Friends: Political Access and Firm Value

Access to political decision-makers is a scarce resource because politicians and their aides have limited time and can only interact with a limited set of people. Gaining political access can be of significant value for corporations, particularly because governments play an increasingly prominent role in influencing firms. Governments affect economic activities not only through regulations but […]

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Glass Lewis and ISS Issue Final 2021 U.S. Voting Policies

Glass Lewis recently released its 2021 U.S. Voting Policies, which heighten focus on board diversity and related disclosures, board tenure and refreshment, and environmental and social risk oversight. The new policies also address incentive compensation plans and shareholder proposals. The new policies generally become effective for shareholder meetings held on or after January 1, 2021. […]

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Biden In the Boardroom

A Biden Administration can be expected to have a notable impact on corporate governance, both through specific proposals and by how its policies influence state legislation, “best practices” formulation and board conduct. During the long presidential campaign, progressive candidates floated several proposals with significant potential impact on corporate governance, including the Accountable Capitalism Act, the […]

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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Social Responsibility, ESG, Practitioner Publications, Securities Regulation | Tagged , , , , , , , , | Comments Off on Biden In the Boardroom