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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
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 […]
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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
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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, […]
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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
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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 […]
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Posted in Boards of Directors, Practitioner Publications
Tagged Board performance, Boards of Directors, Conflicts of interest, Corporate culture, Decision-making, Director qualifications
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Views from the Steering Room: A Comparative Perspective on Bank Board Practices
Introduction This post is based on research carried out for a European client bank. It is about board governance in large banking organisations. Using information from a sample of 32 international “best practice” banks compiled by Aktis Ltd (www.aktisintel.com) and a series of interviews with bank board leaders and senior supervisors, we examine the way […]
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Posted in Banking & Financial Institutions, Boards of Directors, Executive Compensation, International Corporate Governance & Regulation, Practitioner Publications
Tagged Bank boards, Banks, Boards of Directors, EU, Executive Compensation, Financial institutions, International governance, Risk management, Succession, UK
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Conflicted Controllers, the “800-Pound Gorillas”: Part I—Tornetta
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, Executive Compensation, Practitioner Publications
Tagged Board independence, Business judgment rule, Controlling shareholders, Delaware cases, Delaware law, Executive Compensation, Fairness review, MFW, Pay for performance, Shareholder suits, Tesla
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Stewardship: The 2020 Vision
Stewardship has come a long way since 1983 when visionary CEO, Ralph Quartano, who ran the Post Office pension fund, stood alone in challenging the cosy remuneration packages of company management teams. Today, stewardship has become more widespread, but corporate disasters, scandals or failures, like those at BP, VW and Carillion respectively, demonstrate that much […]
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Posted in ESG, Institutional Investors, Practitioner Publications
Tagged Asset management, ESG, Fiduciary duties, Institutional Investors, Long-Term value, Stakeholders, Stewardship, Sustainability
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The Proxy 2019 Season Hints at New Challenges
While the 2019 proxy season did not feature any dramatic developments, an interesting element was the slight but noticeable growth of the nascent movement against the use of environmental, social, and political factors in corporate decision-making. Led by groups such as the Free Enterprise Project and Main Street Investors Coalition, shareholder proposals against progressive initiatives […]
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Posted in Boards of Directors, Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Diversity, Engagement, ESG, Institutional Investors, Long-Term value, Proxy season, Proxy voting, Retail investors, Shareholder proposals
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Weekly Roundup: October 25–31, 2019
Investment Management: Compliance Developments & Calendar for Private Fund Advisers Posted by Jason M. Daniel and Jenny M. Walters, Akin Gump Strauss Hauer & Feld LLP, on Friday, October 25, 2019 Tags: Books and records, CFTC, Disclosure, Fiduciary duties, Form ADV, Form CRS, Investment advisers, OCIE, SEC, SEC enforcement, Securities enforcement, Securities regulation, Shareholder voting The New Stock Market: Law, Economics, and Policy Posted by Merritt B. Fox (Columbia […]
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Fiduciary Duties of Proxy Advisors Under the Investment Advisors Act
The SEC’s proxy process review has so far led the SEC to approve two separate releases regarding proxy advisors. The focus of this comment letter is on the guidance provided in one of those releases, Release No. IA-5325 (Release). This guidance identifies, under the Investment Advisers Act of 1940 (Advisers Act or Act), a “principles-based […]
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