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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
Le Club des Juristes Commission Shareholder Activism Report
2018 was a record year for shareholder activism, and the rise of activists, in Europe and France specifically, has become an industry issue. The Commission’s aim is not to take sides in the economic, political and sometimes philosophical debate between supporters and opponents of shareholder activism, or to take a position on any particular activist […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Engagement, France, Hedge funds, Institutional Investors, International governance, Management, Proxy contests, Shareholder activism, Shareholder voting
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Understanding the Impact of America’s Clampdown on Proxy Advisors
In 2003, the SEC put forward a rule that required institutional investors to disclose their votes and provide an explanation as to why they voted the way they did. This paved the way for the rapid growth and influence of proxy advisors such as Institutional Shareholder Services, Inc. (ISS) and Glass Lewis, & Co. (Glass […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Institutional Investors, Proxy advisors, SEC, SEC rulemaking, Securities regulation, Shareholder voting
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What Does the Growth of Impact Investing Mean?
The amount of money being committed to impact investing strategies around the world has grown to $502 billion, managed by 1,340 organisations based in every continent and investing globally on behalf of family offices, banks, foundations and pension funds, according to analysis by the Global Impact Investing Network (GIIN). In a white paper published in […]
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Posted in ESG, International Corporate Governance & Regulation, Practitioner Publications
Tagged Asset management, Capital markets, ESG, Impact investing, International governance, Shareholder activism
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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 […]
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