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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
Sharing the Pain: How Did Boards Adjust CEO Pay in Response to COVID-19
We recently published a paper on SSRN, Sharing the Pain: How Did Boards Adjust CEO Pay in Response to COVID-19?, that examines how companies altered CEO compensation contracts and the payment of director fees in response to the COVD-19 pandemic. CEO pay is routinely scrutinized for its size, structure, and relation to performance. Stakeholders want […]
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Posted in Academic Research, Boards of Directors, ESG, Executive Compensation, Practitioner Publications
Tagged Bonuses, COVID-19, Director compensation, ESG, Executive Compensation, Firm performance, Incentives, Management, Pay for performance
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Statement by Chairman Clayton on Strengthening the SEC’s Whistleblower Program
Good morning. This is an open meeting of the U.S. Securities and Exchange Commission, under the Government in the Sunshine Act. This morning, we have two items on the agenda. Before we begin with today’s agenda, I want to note the passing of Justice Ruth Bader Ginsburg and the joint statement of the Commission recognizing […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Accountability, Compliance & ethics, Disclosure, SEC, SEC enforcement, Securities regulation, Transparency, Whistleblowers
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Statement by Commissioner Caroline Crenshaw on Whistleblower Program Rule Amendments
The remarkable Justice Ginsburg once wrote that the Commission possessed a “robust whistleblower program designed to motivate people who know of securities law violations to tell the SEC”. Our nation has a long history of motivating whistleblowers to come forward, dating all the way back to 1777, when the Continental Congress passed our first whistleblower […]
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Posted in Accounting & Disclosure, Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation
Tagged Accountability, Compliance & ethics, Disclosure, SEC, SEC enforcement, Securities regulation, Transparency, Whistleblowers
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Statement by Commissioner Peirce on Procedural Requirements and Resubmission Thresholds under Rule 14a-8
Thank you, Chairman Clayton. I support today’s [Sept. 23, 2020] amendments to certain procedural requirements and the resubmission thresholds under the shareholder proposal rule. While it can be difficult to discern the signal from the noise around today’s amendments, the reality of the situation is that we are making simple, sensible, and long over-due changes to […]
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Posted in Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Capital markets, Rule 14a-8, SEC, SEC rulemaking, Securities regulation, Shareholder proposals, Shareholder rights, Shareholder voting
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Statement by Commissioner Crenshaw on Procedural Requirements and Resubmission Thresholds under Rule 14a-8
Today [Sept. 23, 2020] the majority of the Commission is approving amendments to the procedures governing shareholder proposals. The amendments are described as a “modernization,” designed to reduce costs for corporations. Even if I agreed that was necessary, I cannot agree with the method. Before today, a shareholder needed to hold only $2,000 worth of […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Regulators Materials, Securities Regulation
Tagged Boards of Directors, Institutional Investors, Proxy voting, Rule 14a-8, SEC, SEC rulemaking, Securities regulation, Shareholder proposals, Shareholder voting
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Weekly Roundup: September 18–24, 2020
SEC Expands Definition of “Accredited Investor” Posted by Jessica Forbes, Stacey Song, and Joanna D. Rosenberg, Fried, Frank, Harris, Shriver & Jacobson LLP, on Friday, September 18, 2020 Tags: Accredited investors, Capital formation, Capital markets, Institutional Investors, Regulation D, SEC, Securities regulation, Solicitation Remarks by Commissioner Peirce on The Role of Asset Management in ESG Investing Posted by Hester Peirce, U.S. Securities and Exchange […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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Statement by Chairman Clayton on Modernizing the Shareholder Proposal Framework for the Benefit of All Shareholders
Over the past three years, we have engaged in a number of retrospective reviews of the rules that implement our securities law framework. These reviews often, but not always, have yielded the unassailable conclusion that modernization is necessary and appropriate. This should come as no surprise given how much has changed in the past 20, […]
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Posted in Corporate Elections & Voting, Legislative & Regulatory Developments, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Capital markets, Rule 14a-8, SEC, SEC rulemaking, Securities regulation, Shareholder proposals, Shareholder rights, Shareholder voting
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Statement by Commissioner Lee on the Amendments to Rule 14a-8
The final rules represent the capstone in a series of policies that will dial back shareholder oversight of management at the companies they own. Last year, the Commission adopted guidance on proxy advisors and proxy solicitation that made it more difficult and costly for investment advisers to vote shares on behalf of their clients in […]
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Posted in Boards of Directors, Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, ESG, Institutional Investors, Ownership, Proxy voting, Rule 14a-8, Securities regulation, Shareholder proposals, Shareholder voting
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Statement by Commissioner Roisman on Procedural Requirements and Resubmission Thresholds under Exchange Act Rule 14a-8
Change is difficult. Especially when something has been a certain way for as long as you can remember. Twenty-two years have passed since the Commission last updated Rule 14a-8. In particular, the submission threshold was last substantively reviewed and amended in 1998, and the resubmission thresholds have not been updated since 1954. Yet, over the […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Securities Regulation
Tagged Boards of Directors, Institutional Investors, Ownership, Proxy voting, Rule 14a-8, SEC, SEC rulemaking, Securities regulation, Shareholder proposals, Shareholder voting
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