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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
New Policy for Shareholder Proposal Rule
Staff may not take a position or may respond orally to some no-action requests On September 6, the SEC staff announced a new policy regarding its administration of the shareholder-proposal rule, Rule 14a-8 under the Securities Exchange Act of 1934. As before, the staff will monitor and provide informal guidance regarding shareholder proposals submitted pursuant […]
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Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Disclosure, Exchange Act, No-action letters, Proxy advisors, Rule 14a-8, SEC, SEC rulemaking, Securities litigation, Securities regulation, Shareholder proposals
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Accounting Firms, Private Funds, and Auditor Independence Rules
The SEC recently charged a large public accounting firm (Accounting Firm) with violations of its auditor independence rules (Independence Rules) in connection with more than 100 audit reports involving at least 15 audit clients, including several private funds. According to the SEC’s order, the Accounting Firm represented that it was “independent” in audit reports issued […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Accounting, External auditors, Financial reporting, Private funds, SEC, SEC enforcement, Securities enforcement, Securities regulation, Settlements
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Words Speak Louder Without Actions
Information and control rights are central aspects of leadership, management, and corporate governance. In practice, communication of private information and intervention in the decision-making process are common remedies for information asymmetries and conflicts of interest in a wide range of situations. The interplay between communication and intervention, however, is little understood. In my article, Words […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation
Tagged Agency costs, Agency model, Board communication, Boards of Directors, Information asymmetries, Information environment, Management, Managerial style
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Setting Directors’ Pay Under Delaware Law
The Delaware Chancery’s refusal to dismiss a derivative allegation in a suit claiming that Goldman Sachs directors were paid excessively may soon provide a decision that offers companies guidance on setting board of director pay (Stein v. Blankfein, Court of Chancery of the State of Delaware, C.A. No. 2017-0354-SG (Del. Ch. May. 31, 2019). This guidance […]
Click here to read the complete postTrends in Executive Compensation
Executive compensation is not only a consideration close to the pocket book of CFOs but also a topic of increasing importance to managements and boards. As major economies show signs of recovering from the 2008 recession, compensation can become more decisive to retaining and motivating critical senior executive talent. But, executive compensation also continues to […]
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Posted in Boards of Directors, Executive Compensation, Practitioner Publications
Tagged Boards of Directors, CFOs, Compensation committees, Compensation regulation, Engagement, Executive Compensation, Incentives, Pay for performance, Public perception, Risk-taking
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Modernizing Bank Merger Review
The biggest irony of the 2008 financial crisis is that the market crash was both initially triggered and ultimately alleviated by massive bank mergers. A wave of mergers by Bank of America, Citigroup, JPMorgan, and Wells Fargo in the late 1990s created the “too big to fail” banks that became so central to the crisis. […]
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Posted in Academic Research, Banking & Financial Institutions, Financial Regulation, Mergers & Acquisitions
Tagged Bank Holding Company Act, Banks, Financial crisis, Financial institutions, Financial regulation, Mergers & acquisitions, Systemic risk
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2019 Proxy Season Recap and 2020 Trends to Watch
Overview At first glance, the patterns and trends of the 2019 proxy season don’t seem to indicate shifts that are beyond marginal in terms of proxy voting impact. But in closer analysis, in conjunction with recent investor behavior and industry trends (e.g., Business Roundtable Statement on the Purpose of a Corporation signed by 181 CEOs […]
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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Board composition, Boards of Directors, Diversity, ESG, Executive Compensation, Institutional Investors, IPOs, ISS, Pay for performance, Proxy advisors, Proxy season, Say on pay, Shareholder elections, Shareholder proposals
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Response to SEC Subcommittee Recommendations—Universal Ballot and Vote Confirmations
If effecting change at a single institution is like reversing the course of an aircraft carrier, revamping the proxy system is something akin to turning around a whole fleet. Undaunted by the task, it appears that the SEC’s Investor Advisory Committee has gotten nearly all of its own boats pointed in the same direction. At […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Securities Regulation
Tagged Boards of Directors, Institutional Investors, Proxy advisors, Proxy voting, SEC, Securities regulation, Shareholder voting, Universal proxy ballots
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Reforming Pensions While Retaining Shareholder Voice
In my article, Reforming Pensions While Retaining Shareholder Voice, published in the Boston University Law Review as part of the symposium on Institutional Investor Activism in the 21st Century: Responses to A Changing Landscape, I argue that the ongoing shift in the public sector from defined benefit to defined contribution pension plans is taking place […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Institutional Investors
Tagged 401(k), Institutional Investors, Pension funds, Retirement plans, Shareholder rights, Shareholder voting
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Is Your Board Accountable?
Shareholders and regulators across the globe are demanding improvements in board oversight of corporate culture. Institutional investors seek to better understand companies’ approaches to human capital management (“HCM”), tone at the top, and the attendant reputational risks. Corporate culture is a business issue for companies and their boards. The new generation of workers weighs workplace […]
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