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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 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
U.S. Compensation Policies and the COVID-19 Pandemic
1. How should this FAQ document be referenced? This FAQ post serves as general guidance as to how ISS U.S. Benchmark Research may approach COVID-related pay decisions in the context of ISS’ pay-for-performance qualitative evaluation (as applicable to meetings covered under U.S. Benchmark Research policy). As discussed further below, ISS’ qualitative evaluation will take into […]
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Posted in Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Bonuses, COVID-19, Executive Compensation, Incentives, Institutional Investors, Pay for performance, Proxy advisors, Say on pay, Shareholder voting
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Disclosures in Shareholder Lawsuits
On October 8, 2020, a new Ninth Circuit ruling deepened a circuit split over whether allegations in another civil lawsuit could constitute a corrective disclosure in a securities fraud class action. See In re BofI Holding, Inc. Sec. Litig., 2020 U.S. App. LEXIS 31938 (9th Cir. Oct. 8, 2020) (the panel was comprised of Judges […]
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Posted in Boards of Directors, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Class actions, Disclosure, Securities enforcement, Securities fraud, Securities litigation, Securities regulation, U.S. federal courts, Whistleblowers
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ESG & The 2020 U.S. Presidential Election
How we got here. For years, the investment community has been increasingly focused on the impact that Environmental, Social and Governance (ESG) issues, like environmental stewardship, labor practices and anti-corruption can have on a company’s ability to generate long-term value. In 2016, the United Nations introduced its Sustainable Development Goals (SDGs)—goals for the long-term interest […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Social Responsibility, ESG, Practitioner Publications, Securities Regulation
Tagged Accountability, Corporate Social Responsibility, Environmental disclosure, ESG, Litigation disclosures, Long-Term value, Presidential elections, Securities regulation, Stakeholders, Sustainability
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Changes to Shareholder Proposal Eligibility Rules
Going into the 2022 annual meeting season, shareholder proposal eligibility criteria under Rule 14a-8 is going to change. On September 23, 2020, the SEC released final rules amending Rule 14a-8—the culmination of a multi-year process to modernize the rule, which governed unchanged for more than two decades. The SEC initially proposed amendments in November 2019 […]
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Posted in Corporate Elections & Voting, Institutional Investors, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Engagement, Institutional Investors, Ownership, Rule 14a-8, SEC, Securities regulation, Shareholder communications, Shareholder proposals
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The Impact of COVID-19 on Shareholder Activism in the Retail Industry
The primary focus of many retailers in the near term will likely be on staying afloat and addressing their liquidity needs, the health and safety of their employees and customers, the overall health of their businesses, and how best to pivot their business models to adapt to shifting consumer preferences and expectations in the wake […]
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Posted in Institutional Investors, Mergers & Acquisitions, Practitioner Publications
Tagged COVID-19, Hedge funds, Hostile takeover, Institutional Investors, Mergers & acquisitions, Private equity, Shareholder activism, Shocks, Special purpose vehicles, Takeover defenses
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Statement by Chairman Clayton on Regulation Best Interest and Form CRS
Good afternoon and welcome to the SEC’s Staff Roundtable on Regulation Best Interest and Form CRS. We hope that this event provides useful information to broker-dealers and investment advisers in complying with these key regulatory enhancements. Staff from the Commission’s Division of Trading and Markets, Division of Investment Management and Office of Compliance Inspections and […]
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Posted in Accounting & Disclosure, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Broker-dealers, Disclosure, Form CRS, Investment advisers, Regulation Best Interest, SEC, Securities regulation
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Short-Termism, Shareholder Payouts, and Investment in the EU
In both the US and the EU, commentators and policymakers have expressed concern that shareholder-driven “short-termism” (or “quarterly capitalism”) has become a critical problem for public firms and the economy. Frequently, the main evidence offered for short-termism is cash payouts to shareholders, through share repurchases and dividends, that are large relative to firms’ net income. […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, HLS Research, International Corporate Governance & Regulation
Tagged Capital allocation, Equity offerings, EU, Innovation, International governance, Payouts, R&D, Shareholder value, Short-termism
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The Economics of Soft Dollars: A Review of the Literature and New Evidence from the Implementation of MiFID II
For nearly half a century, the bundling of research services into commissions that paid for the execution of securities trades has been the focus of both policy discussion and academic debate. The practice whereby asset management firms make use of investor funds to cover the costs of research, known as “soft dollar” payments in the […]
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