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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 Christine Davine
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Compensation Consultants and the Level, Composition and Complexity of CEO Pay
Most publicly traded firms retain consultants to provide advice on executive compensation. Prior research documents, based on cross-sectional analyses, that firms retaining executive compensation consultants pay more to their CEOs (a “CEO pay premium”) than firms not using them. Among the subset of firms using executive compensation consultants, research has shown that CEOs are paid […]
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Posted in Academic Research, Boards of Directors, Executive Compensation
Tagged Compensation committees, Compensation consultants, Executive Compensation, Incentives, Management, Say on pay
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Global Securities Litigation Trends
Introduction As companies rapidly expand globally and securities markets become increasingly interconnected, multinational companies must prepare for a new era of global securities litigation. As explained in “Developments in Global Securities Litigation,” a white paper prepared by Dechert last year (“White Paper”)1, this sea change is at the forefront of potential risks for multinational companies. […]
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Posted in Court Cases, International Corporate Governance & Regulation, Practitioner Publications, Securities Litigation & Enforcement
Tagged Australia, EU, Europe, Germany, International governance, IPO Spinning, Italy, Japan, Liability standards, Morrison v. National Australia Bank Ltd., Netherlands, Securities fraud, Securities litigation, Spain, U.S. federal courts, UK, Volkswagen
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Why Compliance (Still) Matters
We and many other observers have noted the significant drop over the past two years in both the number of white-collar prosecutions and the scale of corporate fines and penalties. In such an environment, companies might be tempted to think that having an effective compliance program is less urgent and less important than in the […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement
Tagged Anti-corruption, Audit committee, Compliance & ethics, Compliance and disclosure interpretation, Deferred prosecution agreements, DOJ, FCPA, Internal control, Misconduct, Non-prosecution agreement, SEC enforcement
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The Development of Statutes for Ratification and Validation of Defective Corporate Acts
Over the past five years, a growing number of states have adopted statutes authorizing ratification and validation of void or voidable corporate acts. These statutes have become important tools for the corporate technician and corporations pursuing financing, significant transactions, and greater certainty in the capital structure. Delaware provided the first model for ratification and validation […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Practitioner Publications
Tagged Boards of Directors, Capital structure, Charter & bylaws, Delaware law, DGCL, DGCL Section 204, DGCL Section 205
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Building a Sustainable and Competitive Economy: An Examination of Proposals to Improve Environmental, Social, and Governance Disclosures
I thank the Subcommittee for inviting me to appear at today’s hearing. This Subcommittee has an integral role in ensuring that financial markets, international trade, and banking remain stable and strong for all Americans, and the policy being considered today is a crucial part of that mission. I have had the pleasure of serving as […]
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Posted in Accounting & Disclosure, International Corporate Governance & Regulation, Practitioner Publications, Securities Regulation
Tagged Disclosure, Environmental disclosure, ESG, Governance standards, Human rights, International governance, Materiality, Securities regulation, Stakeholders, Sustainability, Transparency
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2019 Proxy Season Takeaways
Proxy season has come to a close and companies are beginning to prepare for a new cycle of engagement in the off-season. Here are the topics that drove vote outcomes this spring that will infuse investor conversations this fall. New Overboarding Policies and Lower Support Levels for Directors In a sign of growing investor assertiveness, […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Climate change, Engagement, ESG, Executive Compensation, Mergers & acquisitions, Overboarding, Proxy season, Say on pay, Shareholder activism, Shareholder proposals, Shareholder voting, Sustainability
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Remarks to the SEC Investor Advisory Committee
Thank you, Anne [Sheehan]. Good morning everyone, and I want to extend a special welcome to our new commissioner, Allison Lee. I am interested in today’s discussion. I understand the Committee first will be talking about the SEC approach to regulation in areas where competition may be limited. Competition is important to the functioning of […]
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Posted in Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Antitrust, MiFID, Proxy voting, SEC, SEC rulemaking, Securities enforcement, Securities regulation, Shareholder proposals, Shareholder voting, Transparency
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Recent Ruling on Advance Notice Bylaws
A recent decision of the Delaware Court of Chancery provides a valuable reminder both of the validity and efficacy of advance notice bylaws, and of the importance of ensuring that they are carefully crafted and judiciously applied in a contested election. In its ruling, which the companies have appealed, the Court held that two closed-end […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications
Tagged Advanced notice, Boards of Directors, Classified boards, Delaware cases, Delaware law, Hedge funds, Shareholder nominations, Shareholder voting
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2019 Proxy Season Review: Part 1—Rule 14a-8 Shareholder Proposals
A. Overview of Shareholder Proposals The following table and pie charts summarize, by general category, the Rule 14a-8 shareholder proposals submitted in 2018 full-year and 2019 year-to-date, the number voted on and the rate at which they passed. Overall, the total number of shareholder proposals significantly declined, continuing a downward trend from 2015. A total […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Board declassification, Boards of Directors, Charter & bylaws, Director qualifications, Dual-class stock, Institutional Investors, No-action letters, Ownership, Proxy access, Proxy season, Proxy voting, Securities regulation, Shareholder proposals, Shareholder voting, Virtual meetings
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Weekly Roundup: July 19-25, 2019
Defining Corwin’s Limits Posted by Jason Halper, Nathan Bull, and Victor Beiger, Cadwalader, Wickersham & Taft LLP, on Friday, July 19, 2019 Tags: Boards of Directors, Corwin, Delaware cases, Delaware law, Disclosure, Liability standards, Merger litigation, Mergers & acquisitions Comment Letter Regarding Earnings Releases and Quarterly Reports Posted by Ariel Fromer Babcock and Sarah Keohane Williamson, FCLTGlobal, on Friday, July 19, 2019 Tags: Earnings disclosure, Financial reporting, Long-Term value, SEC, SEC rulemaking, Securities […]
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