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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
Silicon Valley and S&P 100: A Comparison of 2019 Proxy Season Results
In the 2019 proxy season, 143 of the technology and life sciences companies included in the Fenwick – Bloomberg Law Silicon Valley 150 List (SV 150) and 99 of the S&P 100 companies held annual meetings that typically included voting for the election of directors, ratifying the selection of auditors of the company’s financial statements and voting […]
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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Practitioner Publications
Tagged Boards of Directors, Executive Compensation, Proxy voting, Say on pay, Shareholder proposals, Shareholder voting, Tech companies
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The Mixed Response on SEC’s Proposed Rules on Proxy Advisory Firms
Last month, the Securities and Exchange Commission announced proposed rules regarding proxy advisors. SEC Chair Jay Clayton compared proxy advisory firms’ effect on shareholder engagement and the capital markets to that of other significant third-party market participants such as auditors, rating agencies, and research analysts. He emphasized that—amid the myriad investor interests and preferences extant in the marketplace—there […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, Institutional Investors, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Conflicts of interest, Disclosure, Glass Lewis, Institutional Investors, Institutional Shareholder Services Inc., Management, Proxy advisors, SEC, SEC rulemaking, Securities regulation, Solicitation
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Keynote Speech by PCAOB Chairman William D. Duhnke III at the 14th Annual Audit Conference Baruch College
First, let me thank Professor Carmichael for inviting me to participate in this event. It is a pleasure to be here today with such a wide array of professionals connected to the audit profession. Between the policymakers, academics, audit firms, public company leaders, and other attendees, many of the PCAOB’s core stakeholder groups are represented […]
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Posted in Accounting & Disclosure, Practitioner Publications
Tagged Accountability, Accounting, Accounting standards, Audits, Disclosure, Engagement, PCAOB, Transparency
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Ending Foreign-Influenced Corporate Spending in U.S. Elections
The 2020 presidential election is less than a year away, and intelligence officials warn that foreign entities remain intent on affecting its outcome. At the same time, the U.S. House of Representatives is conducting an impeachment inquiry into President Donald Trump, due in large part to his solicitation of foreign interference from Ukraine in the […]
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Posted in Accounting & Disclosure, Corporate Social Responsibility, ESG, Practitioner Publications
Tagged Accountability, Citizens United v. FEC, Corporate Social Responsibility, Disclosure, ESG, Political spending, Supreme Court, Transparency
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Weekly Roundup: November 28–December 6, 2019
Performance Metrics: Accelerating the Stakeholder Model Posted by Connor Doyle, Equilar, Inc., on Friday, November 29, 2019 Tags: Accounting, Board composition, Boards of Directors, Corporate culture, Diversity, Firm performance, Performance measures, Shareholder primacy, Stakeholders Policy Overhaul—Executive Compensation Posted by Glenn Davis and Ken Bertsch, Council on Institutional Investors, on Saturday, November 30, 2019 Tags: Compensation committees, Compensation disclosure, Equity-based compensation, Executive Compensation, Incentives, Institutional Investors, Long-Term value, Pay for performance, Proxy advisors, Say on pay, Shareholder voting […]
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Posted in Weekly Roundup
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Remarks by Commissioner Elad L. Roisman at the Elder Justice Coordinating Council Fall 2019 Meeting
Good morning. I am truly happy to join you today at the fall 2019 meeting of the Elder Justice Coordinating Council (“EJCC”). I want to thank U.S. Department of Health and Human Services Secretary [Alex] Azar, Assistant Secretary [Lance] Robertson, EJCC Coordinator [Toni] Bacon, and the Administration for Community Living for, once again, bringing the […]
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Posted in Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation
Tagged Investor protection, Retail investors, SEC, Securities enforcement, Securities fraud, Securities regulation, Solicitation
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Asset Management, Index Funds, and Theories of Corporate Control
In our paper entitled Asset Management, Index Funds, and Theories of Corporate Control, we dispute the principal arguments of three papers addressing asset management, index funds and corporate control: “The Future of Corporate Governance Part I: The Problem of Twelve” by John C. Coates, IV; and “The Specter of the Giant Three” and “Index Funds […]
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Posted in Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Asset management, Conflicts of interest, Engagement, Fund managers, Incentives, Index funds, Institutional Investors, Institutional monitoring, Institutional voting, Stakeholders, Stewardship
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Approval of Conflicted Transactions in Publicly Traded Limited Partnerships
Dieckman v. Regency (Nov. 3, 2019) reflects the potential for general partners of master limited partnerships (i.e., publicly traded limited partnerships) to be subject to scrutiny and possible liability in connection with approving conflicted transactions. More broadly, the decision underscores the critical importance of clarity in drafting and compliance with the precise terms of agreements. […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Private Equity, Securities Litigation & Enforcement
Tagged Acquisition agreements, Conflicts of interest, Delaware cases, Delaware law, Liability standards, Merger litigation, Mergers & acquisitions, Partnerships, Private equity, Safe harbor
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Labor in the Boardroom
A fundamental question societies face is whether and how to involve stakeholders, in particular workers, in corporate decision-making. Many countries, particularly in continental Europe, grant workers formal authority in firms’ decision-making (Hall and Soskice, 2001). Such shared governance or codetermination institutions include worker-elected directors on company boards. By contrast, in many liberal market economies such […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Corporate Social Responsibility, ESG, International Corporate Governance & Regulation
Tagged Boards of Directors, Capital formation, Corporate Social Responsibility, EU, Germany, International governance, Profitability, Shareholder value, Stakeholders
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ISS and Glass Lewis Policy Updates
Institutional Shareholder Services (ISS) and Glass Lewis & Co. (Glass Lewis) have updated their proxy voting policies for shareholder meetings held on or after February 1, 2020 (ISS) or January 1, 2020 (Glass Lewis). This post (1) summarizes the changes in proxy voting policies that apply to U.S. companies, (2) discusses the practical implications of […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, ESG, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Accountability, Boards of Directors, Compensation committees, ESG, Executive Compensation, Governance institutions, Institutional voting, Proxy season, Proxy voting, Shareholder nominations, Shareholder proposals
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