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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
Glass Lewis Comment Letter to the SEC About Proposed Proxy Rules for Proxy Voting Advice
Thank you for the opportunity to comment on the “Amendments to Exemptions from the Proxy Rules for Proxy Voting Advice,” recently proposed by the Securities and Exchange Commission. Glass Lewis shares the Commission’s goal of making sure that the proxy process functions properly and enables shareholders to exercise their right to vote at annual and […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications, SEC Comment letters, Securities Regulation
Tagged Comment letters, Glass Lewis, Institutional Investors, Proxy advisors, Proxy voting, SEC, SEC rulemaking, Securities regulation, Shareholder voting
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ISS Comment Letter on Amendments to Exemptions from the Proxy Rules for Proxy Voting Advice
Institutional Shareholder Services Inc. (ISS) submits these comments in response to the above-referenced proposal to regulate proxy advice as a proxy solicitation under the Securities Exchange Act of 1934 (Exchange Act). Over the past several years, proxy advisers have become surrogates in the debate over how much say shareholders should have in the companies they […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications, SEC Comment letters, Securities Regulation
Tagged Boards of Directors, Comment letters, Conflicts of interest, Disclosure, Engagement, Institutional Investors, Institutional Shareholder Services Inc., Proxy advisors, Proxy voting, SEC, SEC rulemaking, Securities regulation, Shareholder voting
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The Economics of Shareholder Proposal Rules
Below is text from the comment letter that I submitted to the SEC earlier this week with respect to the proposed rule. The comments focus on the economic analysis described in the Commission’s Release (“the Economic Analysis”). * * * * As I explain below, the Economic Analysis does not provide an acceptable basis for […]
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Posted in Academic Research, Boards of Directors, Corporate Elections & Voting, HLS Research, Institutional Investors, SEC Comment letters, Securities Regulation
Tagged Capital formation, Comment letters, Institutional Investors, Private ordering, Proxy voting, Retail investors, SEC, SEC rulemaking, Securities regulation, Shareholder proposals, Shareholder voting
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Advance Notice Bylaw and Activists Board Nominees
The Delaware Supreme Court recently held that a stockholder activist failed to comply with an advance notice bylaw. The Supreme Court ruled that the bylaw was clear and unambiguous and the activist’s failure to comply rendered its nominees ineligible. In doing so, the Supreme Court reversed the Court of Chancery’s determination that the board of […]
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Posted in Accounting & Disclosure, Boards of Directors, Court Cases, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Advanced notice, Boards of Directors, Charter & bylaws, Delaware cases, Delaware law, Disclosure, Hedge funds, Institutional Investors, Shareholder activism
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Confidential Treatment Applications and SEC Disclosure Guidance
In December 2019, the Division of Corporation Finance (Staff) of the U.S. Securities and Exchange Commission issued new “CF Disclosure Guidance: Topic No. 7” (Guidance) regarding confidential treatment requests pursuant to Securities Act Rule 406 and Exchange Act Rule 24b-2. The Guidance addresses how and what to include when submitting a confidential treatment request objecting […]
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Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Confidentiality, Disclosure, Exchange Act, FOIA, Information environment, SEC, Securities Act, Securities regulation
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Proxy Access: A Five-Year Review
Pressure from large institutional investors, including public and private pension funds, and other shareholders has led to the widespread adoption of proxy access by large U.S. public companies in the past five years. Proxy access is now mainstream at S&P 500 companies (76%) and has been adopted by just over half of the companies in […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Institutional Investors, No-action letters, Proxy access, Proxy advisors, Proxy voting, SEC, Securities regulation, Shareholder proposals, Shareholder voting
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Governance of Corporate Insider Equity Trades
We recently published a paper, Governance of Corporate Insider Equity Trades, that examines the potential shortcomings of existing governance practices around the approval of executive equity sales. Corporate executives receive a considerable portion of their compensation in the form of equity (e.g., stock, options, or restricted stock) and, from time to time, sell a portion […]
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Posted in Academic Research, Accounting & Disclosure, Securities Litigation & Enforcement
Tagged Cybersecurity, Inside information, Insider trading, Internal control, Management, Rule 10b-5, Rule 10b-5-1, Securities enforcement
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White-Collar and Regulatory Enforcement: What Mattered in 2019 and What to Expect in 2020
Introduction The main takeaway from white-collar and regulatory enforcement activity in 2019, which we believe will remain true through 2020, is that both the DOJ and SEC have become more transparent about the requirements for receiving corporate cooperation credit. Last year’s experience shows that the government’s pronouncements about the credit it will extend to exemplary […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Accountability, Cybersecurity, DOJ, FCPA, Insider trading, SEC, SEC enforcement, Securities enforcement, Securities fraud, Spoofing, State law, Transparency
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CEO Letter to Board Members Concerning 2020 Proxy Voting Agenda
As one of the world’s largest investment managers, each year State Street Global Advisors engages in dialogue with companies about a variety of issues critical to long-term performance—from business strategy to independent board leadership to sustainability. This year we will continue our active engagement with boards on sustainability, but also use our proxy vote to […]
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Posted in Accounting & Disclosure, Boards of Directors, ESG, Institutional Investors
Tagged Asset management, Boards of Directors, Environmental disclosure, ESG, Institutional Investors, Proxy voting, Risk, Shareholder voting, SSgA, Sustainability
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The Economics of Regulating Proxy Advisors
Below is text from the comment letter that I submitted to the SEC earlier this week with respect to the proposed rule regarding proxy advisors. My comments focus on the economic analysis described in the Commission’s Release (“the Economic Analysis”). * * * * As explained below, the Economic Analysis cannot provide a basis for […]
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