-
Supported By:
Subscribe or Follow
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
Statement of Commissioner Allison Herren Lee on Shareholder Rights
There is a common theme that unites the two proposals before us today[Nov. 5, 2019]: they both would operate to suppress the exercise of shareholder rights. The proposed changes to our current proxy regime would make it more costly and more difficult for shareholders to cast their votes or even to get their issues onto […]
Click here to read the complete post
Posted in Accounting & Disclosure, Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications, Securities Regulation, Speeches & Testimony
Tagged ESG, Institutional Investors, Proxy advisors, Proxy voting, Retail investors, SEC, Securities regulation, Shareholder proposals, Shareholder rights, Shareholder voting
Comments Off on Statement of Commissioner Allison Herren Lee on Shareholder Rights
Statement of Chairman Jay Clayton on Proposals to Enhance the Accuracy, Transparency and Effectiveness of Our Proxy Voting System
Good morning. This is an open meeting of the U.S. Securities and Exchange Commission, under the Government in the Sunshine Act. Today [Nov. 5, 2019] we have two items on the agenda. These items are part of the Commission’s ongoing work to enhance the accuracy, transparency and effectiveness of our proxy voting system. They reflect […]
Click here to read the complete post
Posted in Boards of Directors, Corporate Elections & Voting, Legislative & Regulatory Developments, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Boards of Directors, Institutional Investors, Proxy advisors, Proxy voting, SEC, SEC rulemaking, Securities regulation, Shareholder proposals, Shareholder voting
Comments Off on Statement of Chairman Jay Clayton on Proposals to Enhance the Accuracy, Transparency and Effectiveness of Our Proxy Voting System
Statement of Commissioner Elad Roisman on Modernizing SEC Rules Governing Proxy Voting Advice, Procedural Requirements, and Resubmission Thresholds under Exchange Act Rule 14a-8
I. Introduction—An Important Milestone Thank you, Chairman Clayton. I have said before that proxy voting is fundamental to our capital markets. Improving proxy voting is a subject that I am passionate about, and one I have cared about deeply for the better part of my career. Today marks an important day for having, and continuing, […]
Click here to read the complete post
Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Boards of Directors, Institutional Investors, Proxy advisors, Proxy voting, Rule 14a-8, SEC, SEC rulemaking, Securities regulation, Shareholder proposals, Shareholder voting
Comments Off on Statement of Commissioner Elad Roisman on Modernizing SEC Rules Governing Proxy Voting Advice, Procedural Requirements, and Resubmission Thresholds under Exchange Act Rule 14a-8
Statement of Commissioner Robert Jackson on Proposals to Restrict Shareholder Voting
Thank you, Mr. Chairman, and thanks to Commissioner Roisman, Division Director Bill Hinman, and especially the tremendous Staff in the Division of Corporation Finance for their hard work in advance of today’s meeting. And congratulations to all of my colleagues who watched the Washington Nationals earn their first World Series title last week. Today [Nov. […]
Click here to read the complete post
Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Boards of Directors, Institutional Investors, Management, Proxy access, Proxy advisors, Proxy voting, SEC, SEC rulemaking, Securities regulation, Shareholder proposals, Shareholder voting
Comments Off on Statement of Commissioner Robert Jackson on Proposals to Restrict Shareholder Voting
The Basis for ISS’ Lawsuit Against the SEC
On October 31, 2019, Institutional Shareholder Services (ISS) filed a lawsuit against the U.S. Securities and Exchange Commission (SEC) challenging interpretation and guidance put forth by the Commission in August that applies the proxy solicitation rules to the provision of proxy advice. The lawsuit challenges the process by which the guidance was issued and, as […]
Click here to read the complete post
Posted in Corporate Elections & Voting, Institutional Investors, Securities Litigation & Enforcement, Securities Regulation
Tagged Glass Lewis, Institutional Investors, ISS, Proxy advisors, Proxy voting, SEC, SEC rulemaking, Securities litigation, Securities regulation, Shareholder voting, Solicitation
Comments Off on The Basis for ISS’ Lawsuit Against the SEC
Class Action Nuisance Suits: Evidence from Frequent Filer Shareholder Plaintiffs
2018 was another big year for shareholder suits challenging mergers and acquisitions. According to a recent study by Cornerstone, 82% of M&A deals valued over $100 million attracted litigation in 2018, only slightly down from the 90% of M&A deals that were challenged in the years 2009 through 2015, prior to the Delaware Court of […]
Click here to read the complete post
Posted in Academic Research, Empirical Research, Mergers & Acquisitions, Securities Litigation & Enforcement
Tagged Derivative suits, Forum selection, Merger litigation, Mergers & acquisitions, PSLRA, Securities litigation, Settlements, Shareholder suits, U.S. federal courts
Comments Off on Class Action Nuisance Suits: Evidence from Frequent Filer Shareholder Plaintiffs
Index Funds and the Future of Corporate Governance: Replying to Critics
We recently placed on SSRN a revised and expanded version of our forthcoming article, Index Funds and the Future of Corporate Governance: Theory, Evidence and Policy, which will be published in the December issue of the Columbia Law Review. The article puts forward a comprehensive theoretical, empirical and policy analysis of index fund stewardship. Our […]
Click here to read the complete post
Posted in Academic Research, Boards of Directors, HLS Research, Institutional Investors, Program News & Events
Tagged Agency costs, Boards of Directors, Engagement, Index funds, Institutional Investors, Oversight, Ownership, Shareholder voting, Stewardship
Comments Off on Index Funds and the Future of Corporate Governance: Replying to Critics
New Guidance on Excluding Shareholder Proposals
On October 16, 2019, the staff of the SEC’s Division of Corporation Finance (the Division Staff) issued Staff Legal Bulletin No. 14K (CF) (SLB No. 14K), which provides additional guidance on the excludability of shareholder proposals under Exchange Act Rule 14a-8. SLB No. 14K clarifies and expands upon previous guidance provided by the Division Staff, […]
Click here to read the complete post
Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Rule 14a-8, SEC, SEC rulemaking, Securities regulation, Shareholder proposals, Shareholder voting, SLB 14J
Comments Off on New Guidance on Excluding Shareholder Proposals
Conflicts and Biases in the Boardroom
Corporate governance provides foundational integrity that supports an effectively managed organization. Excellent governance requires skill, insight and informed, objective decision-making. Governance is like a plant’s root system. The visible health and strength of the plant (company) depends in large part on the health of the root (governance) beneath the surface. Like the root, governance is […]
Click here to read the complete post
Posted in Boards of Directors, Practitioner Publications
Tagged Board performance, Boards of Directors, Conflicts of interest, Corporate culture, Decision-making, Director qualifications
Comments Off on Conflicts and Biases in the Boardroom