-
Supported By:
Subscribe or Follow
HLS Faculty & Senior Fellows
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
Weekly Roundup: October 23–29, 2020
The Power of the Narrative in Corporate Lawmaking Posted by Mark Roe (Harvard Law School) and Roy Shapira (IDC Herzliya), on Friday, October 23, 2020 Tags: Accountability, Behavioral finance, Capital markets, ESG, Hedge funds, Incentives, Long-Term value, Shareholder value, Stakeholders The Dangers of Buybacks: Mitigating Common Pitfalls Posted by Sarah Keohane Williamson, Ariel Fromer Babcock, and Allen He, FCLT Global, on Friday, October 23, 2020 Tags: Capital […]
Click here to read the complete postEngaging with Wellington Management Company
Krystal: How is the ESG Research team structured within Wellington? Carolina: At Wellington, we see ESG research as an investment research capability that can support better investment decisions and help us deliver on our firm’s mission to exceed our clients’ investment expectations. To do this, our ESG analysts work closely with our equity and credit […]
Click here to read the complete post
Posted in Accounting & Disclosure, Corporate Elections & Voting, Corporate Social Responsibility, ESG, Institutional Investors, Practitioner Publications
Tagged Asset management, Climate change, Disclosure, Engagement, Environmental disclosure, ESG, Institutional Investors, Investment advisers, Stewardship, Sustainability
Comments Off on Engaging with Wellington Management Company
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 […]
Click here to read the complete post
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
Comments Off on U.S. Compensation Policies and the COVID-19 Pandemic
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 […]
Click here to read the complete post
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
Comments Off on Disclosures in Shareholder Lawsuits
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 […]
Click here to read the complete post
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
2 Comments
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 […]
Click here to read the complete post
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
Comments Off on Changes to Shareholder Proposal Eligibility Rules
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 […]
Click here to read the complete post
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
Comments Off on The Impact of COVID-19 on Shareholder Activism in the Retail Industry
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 […]
Click here to read the complete post
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
Comments Off on Statement by Chairman Clayton on Regulation Best Interest and Form CRS
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. […]
Click here to read the complete post
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
Comments Off on Short-Termism, Shareholder Payouts, and Investment in the EU