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

Finalized Volcker Rule Amendments

In 2018, President Trump signed the Economic Growth, Regulatory Relief, and Consumer Protection Act (the “Growth Act”) into law. The Growth Act significantly amended two aspects of the Volcker Rule: (1) creating an exemption for community banks, and (2) increasing opportunities to have funds and their investment advisers co-brand by sharing names. On Tuesday, July […]

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Cleveland, Kondo, and Capital: Remarks before the American Chamber of Commerce

It is an honor to be with you today [August 7, 2019]. I have long wanted to visit Japan. Indeed, one of the options I explored following college was coming to Japan to teach English. Instead I ended up in Austria—not teaching English. My would-have-been students are certainly better off for it, but I am […]

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5 Steps for Tying Executive Compensation to Sustainability

The final link in the chain of improving corporate accountability for sustainability is to tie improvements to pay. In a November 2018 article, we explained that companies should use incentives to motivate executives to tap big strategic opportunities related to environmental, social, and governance (ESG) goals. Now we want to describe how these incentives should […]

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Weekly Roundup: August 2–8, 2019

A Catch 22 for Asset Managers Posted by Jasmin Sethi, Sethi Clarity Advisers LLC, on Friday, August 2, 2019 Tags: Asset management, BlackRock, Diversity, Engagement, Index funds, Institutional Investors, Shareholder voting, SSgA, Transparency, Vanguard Opportunities for Cross Border Cooperation in Regulation of Digital Assets Posted by Hester M. Peirce, U.S. Securities and Exchange Commission, on Friday, August 2, 2019 Tags: Cryptocurrency, Financial technology, Howey test, ICOs, International governance, Investor protection, Safe harbor, SEC, Securities regulation Weeds […]

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Five Takeaways From the 2019 Proxy Season

As the spotlight on board diversity intensifies, the pace at which women are joining boards is accelerating, and a growing number of companies are disclosing the board’s racial and ethnic diversity. At the same time, against a backdrop of increased focus on companies’ efforts to create long-term value, enhanced proxy disclosures on corporate sustainability highlight […]

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Employer Losses and Deferred Compensation

Companies and their employees may choose whether to structure pay as cash or other currently includable and deductible compensation or as deferred compensation, including equity-based pay, which will be included in income and deducted in the future. It is well understood that taxes affect the attractiveness of deferred compensation relative to current compensation and that […]

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Spotlight on Boards

The ever-evolving challenges facing corporate boards prompt periodic updates to a snapshot of what is expected from the board of directors of a major public company—not just the legal rules, or the principles published by institutional investors and various corporate and investor associations, but also the aspirational “best practices” that have come to have equivalent […]

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Diversified Portfolios Do Not Reduce Competition

In 1990, Professor Harry Markowitz was awarded the Nobel Prize in Economics for his groundbreaking work on the importance of portfolio diversification to achieving better risk-adjusted returns, which serves as the basis of modern portfolio theory. The value of diversified investing is now being challenged by a small group of academics who claim that ownership […]

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California Dreaming?

In 2013, California followed the transnational trend and passed a voluntary quota for women on corporate boards. While many developed economies had already adopted hard quotas, California passed a much softer one. Over the following years, shocking tales of sex inequality and harassment surfaced in California’s marquee industries, Hollywood and Silicon Valley. As a result, […]

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France’s First Binding “Non” on Say-On-Pay

The 2019 season marked French shareholders’ second opportunity to cast retrospective binding votes on executive compensation—and for the first time, shareholder votes prevented the payment of a bonus award, as well as the implementation of a new pay policy. Many markets offer a say-on-pay vote these days, but under Sapin II legislation, which came fully […]

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