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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
Remarks to the Economic Club of New York
Thank you for having me and thanks to those who have contributed to today’s event—in particular, the Economic Club, Chair, Marie-Josée [Kravis], President, Barbara [Van Allen], as well as panelists Bob [Pisani] and Harold [Ford]. I am grateful to be back. The Economic Club is where I gave my first public speech as SEC Chairman […]
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Posted in International Corporate Governance & Regulation, Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Anti-corruption, Brexit, Capital formation, Capital markets, Corporate debt, FCPA, International governance, Investor protection, LIBOR, Securities regulation, UK
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Proxy Season Rising Demand for Board Oversight of ESG
The 2019 proxy season was marked by an increased willingness among shareholders to hold boards accountable on director elections, say- on-pay, and environmental, social and governance (ESG) shareholder proposals. For example, almost 5 percent of directors received less than 80 percent support for her/ his election, which is the highest proportion since the aftermath of […]
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Posted in Boards of Directors, Corporate Elections & Voting, ESG, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Board composition, Board oversight, Boards of Directors, Diversity, ESG, Executive Compensation, Human capital, Institutional Investors, Proxy season, Proxy voting, Say on pay, Shareholder proposals, Shareholder voting
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A Tale of Two Markets: Regulation and Innovation in Post-Crisis Mortgage and Structured Finance Markets
Our paper, A Tale of Two Markets: Regulation and Innovation in Post-Crisis Mortgage and Structured Finance Markets, takes the occasion of the tenth anniversary of the financial crisis to review recent developments in the structured products market, connecting the emergent pattern to post-crisis regulation. The financial crisis stemmed from excessive risk-taking and shabby practices in […]
Click here to read the complete postProxy Plumbing Recommendation
This recommendation relates to the U.S. proxy system. The proxy system is complex and multifaceted and will require an iterative, multi-step approach to improve it over a long period of time. We do not believe private actors will improve the system without SEC intervention. We have focused on areas that are clearly in need of […]
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Posted in Corporate Elections & Voting, Practitioner Publications, Securities Regulation
Tagged DTC, Incentives, Institutional Investors, Institutional voting, Ownership, Proxy advisors, Proxy plumbing, Proxy voting, SEC, Securities lending, Shareholder voting, Transparency, Universal proxy ballots
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The SEC and Regulation of Exchange-Traded Funds: A Commendable Start and a Welcome Invitation
Exchange-traded funds (“ETFs”) are among the most important financial innovations of the modern era. ETFs offer individual and institutional investors alike a unique investment opportunity. Throughout the trading day, the ETF can be viewed as providing a nearly “frictionless,” often low-cost portal to and from a bewildering universe of plain vanilla and arcane asset classes, […]
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Posted in Academic Research, Accounting & Disclosure, Comparative Corporate Governance & Regulation, Securities Regulation
Tagged Arbitrage, Disclosure, Exchange-traded funds, Investment Company Act, SEC, Securities regulation, Transparency
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Executive Compensation and ESG
In the United States, environmental, social, and governance (ESG) issues have become a priority, especially for the largest public companies. In a 2017 survey, “Pearl Meyer Quick Poll: ESG and its Potential Link to Incentives,” 60 percent of companies surveyed report that ESG issues are a top concern and of those, 34 percent indicated that […]
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Posted in Boards of Directors, ESG, Executive Compensation, Practitioner Publications
Tagged Climate change, Disclosure, Environmental disclosure, ESG, Executive Compensation, Pay for performance, Say on pay, Shareholder value, Sustainability
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Rule 14a-8 No-Action Requests
After the recent proxy and shareholder proposal season, the Division considered whether additional guidance or changes to its process of administering Exchange Act Rule 14a-8 were warranted. As a result of that consideration, the staff focused on how it could most efficiently and effectively provide guidance where appropriate. The staff will continue to actively monitor […]
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Posted in Corporate Elections & Voting, Practitioner Publications, Regulators Materials, Securities Regulation
Tagged No-action letters, Proxy season, Proxy voting, Rule 14a-8, SEC, Securities regulation, Shareholder proposals, Shareholder voting
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Incorporating Market Reactions Into SEC Rulemaking
How might a financial regulator, such as the SEC, engage in an empirically informed rulemaking? This question has been an interest of mine since my days of working at the SEC. For example, how exactly would empirically informed rulemaking work in a setting where a regulatory agency seeks to adopt a rule of first impression—a […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Securities Regulation
Tagged Decision-making, Market manipulation, Market reaction, SEC, SEC rulemaking, Securities regulation
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Firearms—Investor Responses amid Political Inaction
During the first weekend of August, the United States (U.S.) again experienced two deadly mass shootings, the first one taking place in a Walmart store in El Paso, Texas, the second in the Oregon Historic District in Dayton, Ohio. The shootings, which occurred within less than 24 hours of each other, left 32 people dead […]
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