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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
Pay for Performance… But Not Too Much Pay: The American Public’s View of CEO Pay
Introduction We recently published a paper, Paying a Pittance to the CEO: The American Public’s View of CEO Pay, that examines the American public’s view of CEO compensation. Among the controversies in corporate governance, perhaps none is more heated or widely debated across society than that of CEO pay. Americans might not have strong opinions […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research, Executive Compensation
Tagged Compensation disclosure, Equity-based compensation, Executive Compensation, Incentives, Management, Pay for performance, Surveys
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SEC Process for Responding to Shareholder Proposal No-Action Requests
On November 21, 2019, the Division of Corporation Finance (the “Division” or “Staff”) of the Securities and Exchange Commission (“SEC”) provided additional detail on how it will process responses to shareholder proposal no-action requests under Rule 14a-8. As discussed in our prior posts, available here and here, in September 2019 the Division announced that, starting […]
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Posted in Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged No-action letters, Rule 14a-8, SEC, Securities regulation, Shareholder proposals, Shareholder voting
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Barbara Novick’s Keynote Address at Harvard Law School
In a recent event of the Harvard Law School Program on Corporate Governance, BlackRock Vice-Chairman Barbara Novick delivered a keynote address on Blackrock’s stewardship. A video of her presentation is available on the Program’s website here. Following her presentation Ms. Novick engaged in a dialog with the participants, but the dialog was subject to Chatham House […]
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Posted in Academic Research, Institutional Investors, Program News & Events
Tagged Institutional Investors, Program on Corporate Governance
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Corporate Governance and Corporate Agility
The financial economics literature on corporate governance, largely non-existent prior to the 1970s, has grown enormously during the past forty years. Most of this literature focuses on three dimensions of governance that are relatively easy to measure—ownership structure, the size and structure of boards, and executive compensation—and most of it examines governance from the perspective […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting
Tagged Agency costs, Boards of Directors, Firm performance, Management, Managerial style, Proxy contests, Shareholder activism, Shareholder voting, Small firms, Stakeholders
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U.S. Senate Testimony by SEC Chairman Clayton on “Oversight of the Securities and Exchange Commission”
Chairman Crapo, Ranking Member Brown and Senators of the Committee, thank you for the opportunity to testify before you today about the work of the U.S. Securities and Exchange Commission (SEC or Commission or agency). I am honored to discuss the great work of the women and men of the SEC over the past year […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Asset management, Audit trail, Blockchain, Capital formation, Capital markets, Disclosure, Dodd-Frank Act, Financial regulation, Financial technology, ICOs, Information environment, Investment advisers, Investor protection, Oversight, Proxy voting, Retail investors, Risk, SEC, SEC enforcement, Securities enforcement, Securities regulation, Transparency, US Senate
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Thoughts for Boards of Directors in 2020
In hindsight, 2019 may come to be viewed as a watershed year in the evolution of corporate governance. After years of growing alarm about endemic short-termism, the sustainability and competitiveness of businesses over a long- term horizon, and the role of corporate policies in contributing to socioeconomic inequality, there has been an emerging consensus that […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, ESG, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Corporate culture, ESG, Firm performance, Institutional Investors, Long-Term value, Risk oversight, Shareholder primacy, Short-termism, Stakeholders, Sustainability
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More Meaningful Ethics
In the world of compliance, people often mention the importance of ethics, but focus the bulk of their efforts on the creation of a program that is likely to only ensure compliance with legal and regulatory mandates. This is, of course, unsurprising. Coming up with tangible activities related to the creation of a compliance program […]
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Posted in Academic Research, Accounting & Disclosure, Comparative Corporate Governance & Regulation
Tagged Compliance & ethics, Compliance and disclosure interpretation, Corporate culture, Misconduct
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SEC Proposed Rule Amendments on Shareholder Proposals and Proxy Advisors: Implications for Issuers, Investors and Proxy Advisors
The Commissioners of the Securities and Exchange Commission (SEC) voted 3-2 on November 5 to propose amendments to rules governing shareholder proposals and proxy advisors. As proposed, the shareholder proposal rule would, among other changes, significantly raise both the ownership thresholds for shareholder proposal submissions and the vote outcome hurdles for proposal resubmissions. The proposed […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Engagement, Institutional Investors, Proxy advisors, SEC, SEC rulemaking, Securities regulation, Shareholder proposals, Shareholder voting
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Trading Against the Random Expiration of Private Information: A Natural Experiment
For years, unbeknownst to lawmakers and the public, a small group of private investors were inadvertently given access to securities filings before they were widely released via EDGAR. A government contractor operating a platform known as the Public Dissemination Service, or PDS, distributed SEC filings to a small number of paying subscribers moments before they […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research
Tagged Disclosure, EDGAR, Information asymmetries, Information environment, Inside information, Market efficiency, Market reaction, SEC
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SEC Punked?
You might recall that, earlier this month, the SEC voted to propose amendments to add new disclosure and engagement requirements for proxy advisory firms and to “modernize” the shareholder proposal rules by increasing the eligibility and resubmission thresholds. (See this PubCo post and this PubCo post.) At the SEC open meeting, in explaining his perspective on the proposals, SEC […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Disclosure, Engagement, Institutional Investors, Proxy advisors, Proxy voting, SEC, Securities regulation, Shareholder voting
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