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

Compensation Committees & Human Capital Management

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, August 27, 2019

What’s in a name? For compensation committees, it well might be a change in their identities as they take on new oversight functions for their companies’ boards. New research from Willis Towers Watson confirms the dramatic change in the traditional role of the compensation committee as human capital management (HCM) responsibilities become more prominent. What […]

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Shareholder Governance and CEO Compensation: The Peer Effects of Say on Pay

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, August 27, 2019

Growth in institutional ownership and activism combined with regulatory changes have led shareholders to play an increasingly important role in the governance of U.S. public firms. While a well-developed literature provides evidence on the direct effects of shareholder governance actions on the firms that are subject to them, there is scant evidence to date on […]

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An Implied Private Right of Action Under the Investment Company Act

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, August 27, 2019

In an August 5 holding that could open the door to a new breed of litigation claims involving mutual funds, the United States Court of Appeals for the Second Circuit ruled that the Investment Company Act of 1940 (“ICA”) creates an implied private right of action that several other courts had previously declined to recognize. […]

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Appraisal Claim Waivers and Deal Covenants

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, August 26, 2019

On May 15, 2019, Vice Chancellor Slights of the Delaware Court of Chancery issued a ruling addressing important issues related to private company deal litigation. Specifically, the decision addressed when a release of claims and covenant not to sue can bar ensuing appraisal and fiduciary claims by stockholders. The case, In re Altor BioScience Corporation, […]

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CEO Incentives Shown to Yield Positive Societal Benefits

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, August 26, 2019

The negative aspects of large CEO pay and the associated incentives have been a hot political issue in many countries. Our research identifies some positive aspects of CEO incentives in a broader economic/societal context that have been overlooked. In a five-year longitudinal study across major free-market nations in Asia, Europe, and the Americas, we find […]

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Mutual Fund Excessive Fee Claims and Market Conditions

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, August 26, 2019

In a decisive August 5 ruling that could be the final nail in the coffin for plaintiffs’ efforts to compare advisory and subadvisory fees, a federal court in the Central District of California rejected claims of excessive mutual fund fees asserted against Metropolitan West Asset Management, LLC (“MetWest”) following a bench trial. Finding in MetWest’s […]

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Relative Performance and Incentive Metrics

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Sunday, August 25, 2019

Relative benchmarking is near-universal as companies assess historical pay-for-performance (P4P) alignment, but should relative performance be an explicit incentive plan measure? Most companies provide the majority of their long-term incentive (LTI) award opportunity to senior executives in equity-based awards, which has an underlying value directly aligned to stock price fluctuations. If companies decide this is […]

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Board Diversity Study

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Sunday, August 25, 2019

On August 6, a group of three individual plaintiffs represented by Judicial Watch, Inc. filed suit in Los Angeles County Superior Court against California’s Secretary of State seeking to block the provisions of SB 826, which was signed into law in September 2018 and provides that: By December 31, 2019, every publicly traded company on […]

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Stakeholder Governance and the Fiduciary Duties of Directors

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Saturday, August 24, 2019

There has recently been much debate and some confusion about a bedrock principle of corporate law—namely, the essence of the board’s fiduciary duty, and particularly the extent to which the board can or should or must consider the interests of other stakeholders besides shareholders. For several decades, there has been a prevailing assumption among many CEOs, […]

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Firearms and the Proxy Season

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Saturday, August 24, 2019

As you know, topics related to corporate social responsibility have ascended to the forefront for many stakeholders, and CSR is sometimes viewed to comprise issues related to firearms safety. With the renewed national debate on gun safety, and in light of apparent continued government gridlock, will investors, customers, employees and other stakeholders turn to companies […]

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