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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
ESG Reporting Best Practices
Policymakers have been debating here in the U.S. as well as globally on how companies should disclose Environmental, Social, or Governance (ESG) information, both to investors as well as other stakeholders. Currently, to the extent that ESG information is material under the U.S. federal securities laws, public companies are already required to include it in […]
Click here to read the complete postShadow Governance
Some of the most important battles in corporate governance have been fought on the grounds of charters and bylaws: board de-staggering, poison pill, and forum selection provisions come to mind readily. In recent years, however, many battles have moved into the less visible universe of committee charters, corporate governance guidelines and other corporate internal policies—an […]
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Posted in Academic Research, Accounting & Disclosure, Boards of Directors, Comparative Corporate Governance & Regulation, Empirical Research
Tagged Boards of Directors, Charter & bylaws, Corporate culture, Disclosure, Proxy advisors, Stakeholders, Transparency
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ISS Benchmark Policy Updated—Executive Summary
Each year, ISS conducts a robust, inclusive, and transparent global policy review process to update the ISS Benchmark Proxy Voting Guidelines (benchmark guidelines or policies) for the upcoming year. The policy update process begins with an internal review of emerging issues, relevant regulatory changes and notable trends seen across global, regional and individual markets. Based […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Board independence, Boards of Directors, Dual-class stock, Institutional Investors, International governance, Proxy advisors, Repurchases, Shareholder voting
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Policy Overhaul—Executive Compensation
On September 17, 2019, members of the Council of Institutional Investors overhauled CII’s policy on executive compensation. That policy is part of CII’s broader, member-approved Policies on Corporate Governance. Among other things, the changes suggest public companies dial back the complexity of their executive compensation plans. The newly revised policy appears below. Section 5.1: Core […]
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Posted in Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged 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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Performance Metrics: Accelerating the Stakeholder Model
On August 19, the Business Roundtable made waves in the corporate governance community by publishing its Statement on the Purpose of a Corporation. By shifting away from a model that emphasizes shareholder return over all other considerations, the Business Roundtable asserted that companies should embrace the “Stakeholder Model,” meaning that corporations should balance the needs of […]
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Posted in Accounting & Disclosure, Boards of Directors, Comparative Corporate Governance & Regulation, Practitioner Publications
Tagged Accounting, Board composition, Boards of Directors, Corporate culture, Diversity, Firm performance, Performance measures, Shareholder primacy, Stakeholders
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Weekly Roundup: November 22–27, 2019
Delaware Dismissal of Excessive Director Pay Case Posted by Edward B. Micheletti, Regina Olshan, and Michael R. Bergmann, Skadden, Arps, Slate, Meagher & Flom LLP, on Friday, November 22, 2019 Tags: Boards of Directors, Business judgment rule, Delaware cases, Delaware law, Derivative suits, Executive Compensation, Securities litigation, Shareholder suits The Roundtable’s Stakeholderism Rhetoric is Empty, Thankfully Posted by Jesse Fried (Harvard Law School), on Friday, […]
Click here to read the complete postProposed Amendments to Regulate Proxy Voting Advice and to Modernize the Shareholder Proposal Rule
Reform of proxy advisory firms and the shareholder proposal process has been on the business community’s agenda for some time. On November 5, 2019, the SEC proposed amendments to regulate proxy voting advice (the “Proxy Release”) and amendments to modernize the process for shareholder proposals under Exchange Act Rule 14a-8 (the “Shareholder Proposal Release”). […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Disclosure, Institutional Investors, No-action letters, Proxy voting, Rule 14a-8, SEC, SEC rulemaking, Securities regulation, Shareholder proposals, Shareholder voting
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The Proxy War Against Proxy Advisors
“Proxy war” – a war instigated by a major power which does not itself become involved. –Oxford English Dictionary On November 5, 2019, the U.S. Securities and Exchange Commission (“SEC”) released for public comment a proposal for a series of rule amendments, which, if adopted, have the potential to significantly change the way proxy advisory […]
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Posted in Academic Research, Boards of Directors, Corporate Elections & Voting, Institutional Investors, Securities Regulation
Tagged Boards of Directors, Institutional Investors, Proxy advisors, Proxy voting, SEC, SEC rulemaking, Securities regulation, Shareholder proposals, Shareholder voting
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Measures of Corporate Effectiveness and the Management Top 250 Rankings
After the Business Roundtable announced last August that the CEOs of many of America’s largest companies were making a “fundamental commitment to all of our stakeholders”—and would no longer stand behind the notion that shareholders’ interests should be placed ahead of everyone else’s—the reaction from many quarters was swift: That sounds great. But how are […]
Click here to read the complete postDoes Money Talk? Market Discipline Through Selloffs and Boycotts
Market discipline is viewed by policy makers as essential to achieve a more environmentally and socially sustainable economy. For instance, almost half of the respondents to a recent institutional investor survey consider environmental, social, and governance factors in their investment decision-making (See https://www.callan.com/wp-content/uploads/2018/07/Callans-2018-ESG-Survey.pdf). This suggests that investors have ethical and social standards and may be […]
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Posted in Academic Research, Accounting & Disclosure, Corporate Social Responsibility, ESG
Tagged Corporate Social Responsibility, Disclosure, Environmental disclosure, ESG, Exit, Market reaction, Reputation, Risk, Sustainability, Transparency
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