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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
The Stewardship Implications of Passive Investing: Mobilizing Large Asset Managers as Stewards of Capital Markets
A defining trend of global financial markets over the past 10 years has been growing investor preference for low-cost investment products with broad market exposure. The shift in assets from actively managed instruments to passive investing strategies is re-shaping both the asset management industry and the structure of corporate shareholding. Because of the economies of […]
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Posted in Accounting & Disclosure, Institutional Investors, Practitioner Publications
Tagged Asset management, BlackRock, Climate change, Engagement, Environmental disclosure, ESG, Index funds, Institutional Investors, SSgA, Stewardship, Sustainability, Vanguard
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Company Hedging Policies: Observations from New Proxy Disclosures
On December 18, 2018, the Securities and Exchange Commission (SEC) approved final rules requiring the disclosure of hedging policies in annual proxy statements. The rules, which became effective for proxy statements filed in fiscal years beginning on or after July 1, 2019, implement a Dodd-Frank mandate. We reviewed the first 40 proxies that included the […]
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Posted in Accounting & Disclosure, Derivatives, Practitioner Publications, Securities Regulation
Tagged CD&A, Derivatives, Disclosure, Hedging, Management, Proxy advisors, Proxy disclosure, SEC, SEC rulemaking, Securities regulation
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Remarks by SEC Commissioner Hester Peirce before the 51st Annual Institute on Securities Regulation
Thank you, Meredith [Cross], for that kind introduction. It is an honor to be with you here today. I must begin with my standard disclaimer that the views I represent are my own views and not necessarily those of the Commission or my fellow Commissioners. It is hard to believe that 2019 is almost over. […]
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Posted in Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Audits, Compliance and disclosure interpretation, Cryptocurrency, ICOs, SEC, SEC enforcement, SEC rulemaking, Securities enforcement, Securities regulation, Small firms, Transfer agents
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A Guidebook to Boardroom Governance Issues
In recent years, we have seen boards and management increasingly grapple with a recurring set of governance issues in the boardroom. This publication is intended to distill the most prevalent issues in one place and provide our clients with a useful and practical overview of the state of the law and appropriate ways to address […]
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Posted in Accounting & Disclosure, Boards of Directors, Institutional Investors, Practitioner Publications, Securities Litigation & Enforcement
Tagged Board independence, Board oversight, Boards of Directors, Conflicts of interest, Delaware cases, Delaware law, ESG, Institutional Investors, Securities litigation, Shareholder primacy, Stakeholders
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Designing Proposals with your Unique Investors In Mind
When designing proposals and considering governance topics such as board composition and tenure, it’s surprising how many issuers leave a key box unchecked when deciding on what they put forward. Working with their counsel and bankers, boards work hard to ensure a proposal aligns with the expectations of the regulators and conforms to market standards, […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Board composition, Boards of Directors, Diversity, ESG, Institutional Investors, Proxy advisors, Shareholder voting
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Weekly Roundup: November 1–7, 2019
The Proxy 2019 Season Hints at New Challenges Posted by David A. Katz and Laura McIntosh, Wachtell, Lipton, Rosen & Katz, on Friday, November 1, 2019 Tags: Boards of Directors, Diversity, Engagement, ESG, Institutional Investors, Long-Term value, Proxy season, Proxy voting, Retail investors, Shareholder proposals Stewardship: The 2020 Vision Posted by Saker Nusseibeh, Hermes Investment Management, on Friday, November 1, 2019 Tags: Asset management, ESG, Fiduciary duties, Institutional Investors, Long-Term value, Stakeholders, Stewardship, Sustainability Conflicted […]
Click here to read the complete postStatements of Commissioner Hester Peirce on Proposed Amendments to Improve Accuracy and Transparency of Proxy Voting Advice, and on Proposed Amendments to Modernize Shareholder Proposal Rule
Good morning. Thank you to the Chairman, Commissioner Roisman, the staff in the Divisions of Corporation Finance and Economic and Risk Analysis, and other staff throughout the building for today’s effort to address weaknesses in the existing proxy process. I am looking forward to hearing the views of commenters in response to today’s proposal. Both […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation, Speeches & Testimony
Tagged Disclosure, Fiduciary duties, Institutional Investors, Investment advisers, Proxy access, Proxy advisors, Proxy voting, Rule 14a-8, SEC, Securities regulation, Shareholder proposals, Shareholder voting
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Does Trados Matter?
Delaware courts are producing a growing cannon of corporate law recognizing the distinctive business environment of Silicon Valley. Trados is a prominent example. In a recent paper, I ask Silicon Valley lawyers whether the high-profile case actually affects their advice to clients. The answer? A resounding sort of. In Trados, the Delaware Chancery Court criticized a board controlled […]
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Posted in Academic Research, Boards of Directors, Court Cases, Securities Litigation & Enforcement
Tagged Boards of Directors, Controlling shareholders, Delaware cases, Delaware law, Dual-class stock, Merger litigation, Mergers & acquisitions, Tech companies, Venture capital firms
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Conflicted Controllers, the “800-Pound Gorillas”: Part II—BGC
In the past quarter, two important Court of Chancery decisions—Tornetta and BGC—have highlighted the “reflexive skepticism” with which the Delaware courts approach transactions involving conflicted controllers. In Tornetta, a case of first impression according to the court, Vice Chancellor Slights held that unless a board’s decision on executive compensation for a controlling stockholder-CEO complies with […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Board independence, Boards of Directors, Controlling shareholders, Delaware cases, Delaware law, Merger litigation, Mergers & acquisitions
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