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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
Assessment of ISS’s Use of EVA in CEO Pay-for-Performance Model
Introduction In 2017, Institutional Shareholder Services (ISS) introduced their secondary quantitative test, the Financial Performance Assessment (FPA).This was in response to criticisms that their primary pay-for-performance (P4P) tests, which measure the alignment of CEO pay and total shareholder return (TSR) relative to an ISS-developed peer group, only focused on TSR as the primary performance metric. […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, Executive Compensation, Practitioner Publications
Tagged Executive Compensation, Executive performance, ISS, Pay for performance, Shareholder value
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Statement by Chairman Clayton on Harmonizing, Simplifying and Improving the Exempt Offering Framework
Today, the Commission proposed amendments that would harmonize, simplify and improve the framework for private offerings under the Securities Act of 1933. Today’s proposals would rationalize an overly complex, patchwork regulatory framework and thereby promote capital formation while preserving or enhancing important investor protections. The proposals, which reflect a comprehensive retrospective review, are a continuation […]
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Posted in Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Capital formation, Equity offerings, Investor protection, Private firms, SEC, SEC rulemaking, Securities regulation
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Statement by Commissioner Peirce on Proposed Amendments for Facilitating Capital Formation and Expanding Investment Opportunities
Today’s [March 4, 2020] proposed rules are a welcome next step in the Commission’s efforts to simplify, harmonize, and improve our exempt offering framework. This proposal, which follows last year’s harmonization concept release and proposed amendments to the accredited investor definition, reflects a healthy regulatory habit—reviewing rules in light of their implementation and our experience […]
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Posted in Practitioner Publications, Regulators Materials, Securities Regulation
Tagged Capital formation, Crowdfunding, Equity offerings, Investor protection, Private firms, SEC, SEC rulemaking, Securities regulation, Venture capital firms
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Statement by Commissioner Lee on Proposed Amendments to the Exempt Offering Framework
Harmonizing the exempt offering framework makes good sense as a concept. It’s reasonable to examine the increasingly complex patchwork of exemptions from registration to ensure the regime is operating well as a whole, eliminate overlap, and fill in gaps. But today’s [March 4, 2020] proposal goes far beyond what can rightly be called harmonization. If […]
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Posted in Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Accredited investors, Capital formation, Equity offerings, Private firms, Regulation D, SEC, SEC rulemaking, Securities regulation, Solicitation
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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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