Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation

Pay for Performance—A Mirage?

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, October 3, 2019

Yes, it can be, according to the Executive Director of the Council of Institutional Investors, in announcing CII’s new policy on executive comp. Among other ideas, the new policy calls for plans with less complexity (who can’t get behind that?), longer performance periods for incentive pay, hold-beyond-departure requirements for shares held by executives, more discretion […]

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Appraisal Challenges and Benefits to Target Shareholders Through Narrowing Arbitrage Spread

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, October 3, 2019

There is an ongoing debate regarding the extent to which increased appraisal litigation in the Delaware Chancery Court is beneficial from a public policy perspective. A paper published in the May 2019 issue of The Journal of Law and Economics—“Merger Negotiations in the Shadow of Judicial Appraisal,” by Audra Boone, Brian Boughman, and Antonio J. […]

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Opt-Out Rate in Securities Class Action Settlements

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, October 3, 2019

Securities class action filings have increased significantly over the past few years and continue to be filed at near-record rates. The majority of class actions end in a dismissal or a settlement, and putative class members have the ability to opt out of settlements in order to pursue their own cases. Prior research has found […]

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Stakeholder Capitalism and Executive Compensation

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, October 2, 2019

The Business Roundtable recently revised its Principles of Corporate Governance to include a new Statement of Corporate Purpose. The new statement is a significant departure from the past in that it includes serving all “stakeholders,” including customers, employees, suppliers, communities, the environment and shareholders. The prior statement only included shareholders. While many in the legal profession, […]

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Evolving Board Evaluations and Disclosures

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, October 2, 2019

Effective board evaluations can drive better board performance. So how are today’s leading boards evolving their evaluations to enhance effectiveness, and what are their companies communicating to stakeholders about their board evaluation processes? Last year we reviewed proxy statements filed by Fortune 100 companies to identify disclosures on notable board evaluation practices and to outline […]

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Toward Fair and Sustainable Capitalism

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, October 1, 2019

I recently placed on SSRN a new paper, Toward Fair and Sustainable Capitalism:  A Comprehensive Proposal to Help American Workers, Restore Fair Gainsharing Between Employees and Shareholders, and Increase American Competitiveness by Reorienting Our Corporate Governance System Toward Sustainable Long-Term Growth and Encouraging Investments in America’s Future. The Financial Times published earlier this week an op-ed in […]

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Posted in Academic Research, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, ESG, HLS Research, Institutional Investors | Tagged , , , , , , , , , , | Comments Off on Toward Fair and Sustainable Capitalism

A Call by Investors on US Companies to Align Climate Lobbying with Paris Agreement

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, October 1, 2019

With a combined $6.5 trillion in AUM, investors urge companies to ensure corporate and trade association lobbying are consistent On September 16, 2019, 200 institutional investors with a combined $6.5 trillion in assets-under-management announced they are calling on 47 of the largest U.S. publicly traded corporations to align their climate lobbying with the goals of the […]

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Managerial Response to Shareholder Empowerment: Evidence from Majority Voting Legislation Changes

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, October 1, 2019

Regulators often change the rules of shareholder democracy to improve the effectiveness of shareholder voting and to influence managerial authority. These rules may affect the election of firm directors but also more direct participation channels such as the voting of shareholder proposals. Given that these are two of the main ways through which shareholders can […]

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2020 Proxy and Annual Report Season: Time to Get Ready—Already

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, October 1, 2019

As summer closes and autumn begins, it is time for public companies to begin planning for the 2020 proxy and annual report season. Advance preparations are key to producing proxy statements and annual reports that not only comply with disclosure requirements but also serve as tools for shareholder engagement. This post highlights the following issues […]

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Proxy Season Say-on-Pay Review

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, September 30, 2019

Executive Summary 2019 by the numbers so far

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