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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
Executive Pay for Luck: New Evidence Over the Last 20 Years
Per the Wall Street Journal (May 17, 2019), when it comes to CEO compensation at big companies, “the best performers got big pay and big raises […], but the laggards didn’t do much worse.” The data underlying the central argument of that article pointed to a year-on-year rise in median compensation for S&P 500 CEOs […]
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Posted in Academic Research, Accounting & Disclosure, Comparative Corporate Governance & Regulation, Empirical Research, Executive Compensation
Tagged Disclosure, Executive Compensation, Executive performance, Firm performance, Pay for performance, Shocks
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US Securities Law Liability for Securities Issuers Outside the U.S.
Public companies outside of the United States often contemplate whether to sell their securities in the US to access new sources of capital. Many companies choose not to do so to limit their exposure to liability under US securities laws. So long as a company is not actively selling its securities in the US, the […]
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Posted in Court Cases, International Corporate Governance & Regulation, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Extraterritoriality, Foreign issuers, International governance, Liability standards, Morrison v. National Australia Bank Ltd., Risk, Securities litigation, Securities regulation, U.S. federal courts
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Weekly Roundup: February 28–March 5, 2020
SEC Charges for Failure to Disclose Material Trends Posted by Cydney Posner, Cooley LLP, on Friday, February 28, 2020 Tags: Disclosure, Exchange Act, Firm performance, SEC, Securities enforcement, Securities regulation, Settlements Society for Corporate Governance Comment Letter to SEC on Proposed Proxy Rules for Proxy Voting Advice Posted by Darla Stuckey, Society for Corporate Governance, on Friday, February 28, 2020 Tags: Conflicts of interest, Disclosure, ESG, Institutional Investors, Proxy […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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Joint Statement on the Importance of Long-term, Sustainable Growth
As asset owners, our ultimate responsibility is to provide for the post-retirement financial security of millions of families across multiple generations. Since our commitment to providing financial stability spans decades, we do not have the luxury of limiting our efforts to maximizing investment returns merely over the next few years. If we were to focus […]
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Posted in Accounting & Disclosure, ESG, Institutional Investors, Practitioner Publications
Tagged Asset management, Capital markets, Environmental disclosure, ESG, Institutional Investors, Long-Term value, Shareholder value, Stakeholders, Stewardship, Sustainability
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Proxy Voting Guidance Update
In January 2020, Institutional Shareholder Services and the U.S. Securities and Exchange Commission agreed to stay litigation filed by ISS in October challenging the SEC’s interpretation and guidance related to voting recommendations of proxy advisers and their use. Announced in August 2019, the SEC’s guidance aims to enhance the accuracy and transparency of the information […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged ISS, Proxy advisors, SEC, SEC rulemaking, Securities regulation, Shareholder voting
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Professor Bebchuk’s Errant Attack on Stakeholder Governance
In an article posted on the Harvard Law School Forum on Corporate Governance blog, Professor Lucian Bebchuk rejects stakeholder governance and, in so doing, attacks the committed positions of influential institutions as varied as the Business Roundtable, the World Economic Forum, BlackRock, State Street, Vanguard, the UK Financial Reporting Council, and the European Union High-Level […]
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The latest revelations in baseball’s sign-stealing scandal confirm more explicitly than ever its relevance to corporate governance across industry sectors, particularly the board’s critical obligation to preserve a culture of compliance within the organization. Moreover, the new revelations serve to refocus attention on compliance and ethics at a time when organizational interest and budgetary support […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged Board oversight, Compliance & ethics, Corporate culture, Fiduciary duties, Misconduct, Oversight
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The Federal Reserve’s New “Control” Framework—Greater Opportunities for Minority Investments
On January 30, 2020, the Board of Governors of the Federal Reserve System issued a final rule that would update and revise, to some degree, its framework for finding “control” under the Bank Holding Company Act of 1956, as amended (BHC Act). The new control rule (Control Rule) expands the relationships that an investor can […]
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Posted in Banking & Financial Institutions, Corporate Elections & Voting, Financial Regulation, Practitioner Publications
Tagged Bank Holding Company Act, Banks, Controlling shareholders, Federal Reserve, Financial regulation, Management, Proxy fights, Shareholder voting
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