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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
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 […]
Click here to read the complete postThe Future of Shareholder Activism
Two major developments are shaping modern capital markets. The first development is the dramatic increase in the size and influence of institutional investors, mostly mutual funds. Institutional investors today collectively own 70-80% of the entire U.S. capital market, and a small number of fund managers hold significant stakes at each public company. The second development […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Institutional Investors
Tagged Asset management, Boards of Directors, Capital markets, Engagement, Fund managers, Hedge funds, Incentives, Institutional Investors, Mutual funds, Proxy fights, Shareholder activism, Stewardship
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A Look inside H.R. 2534: Insider Trading Prohibition Act
Last month, Representative Jim Himes (D-Conn) and his co-sponsors, Representatives Carolyn B. Maloney (D-NY) and Denny Heck (D-WA), introduced H.R. 2534: The Insider Trading Prohibition Act. Unlike its substantially similar predecessor, H.R. 1625, which was introduced by Representative Himes on March 25, 2015, H.R. 2534 has gained some momentum in the U.S. House of Representatives, […]
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Posted in Legislative & Regulatory Developments, Practitioner Publications, Securities Litigation & Enforcement
Tagged Insider trading, Liability standards, Rule 10b-5, SEC, SEC enforcement, Section 10(b), Securities enforcement, US House
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The Importance of Climate Risks for Institutional Investors
Climate risks have potentially large effects on investors’ portfolio companies. Some companies face direct costs related to changes in the climate, originating from extreme weather events or a general rise in sea levels. Other companies can be negatively affected from policies and regulations implemented to combat climate change. Technological innovations related to climate change also […]
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Posted in Academic Research, Accounting & Disclosure, Institutional Investors
Tagged Climate change, Disclosure, Engagement, Environmental disclosure, ESG, Institutional Investors, Risk disclosure, Risk management, Surveys
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What Happened at the Corp Fin Roundtable on Short-Termism?
Corp Fin has recently focused on the issue of corporate reporting and short-termism. At the end of last year, the SEC posted a “request for comment soliciting input on the nature, content, and timing of earnings releases and quarterly reports made by reporting companies.” (See this PubCo post.) Following up, Corp Fin then organized a […]
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Posted in Accounting & Disclosure, Institutional Investors, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Accounting, Commonsense Principles, Drag-along rights, Financial reporting, Institutional Investors, Long-Term value, R&D, Repurchases, Securities regulation, Short-termism
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Under Pressure: Directors in an Era of Shareholder Primacy
The job of the public company director has never been as challenging as it is in 2019. Today’s directors must execute their core duties while juggling a cacophony of often competing voices: activist investors; increasingly vocal “traditional” owners; index and pension funds wielding the power of their vote; shareholders demanding action on environmental, social and […]
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Posted in Boards of Directors, Institutional Investors, Practitioner Publications
Tagged Board dynamics, Boards of Directors, Engagement, Executive Compensation, Index funds, Institutional Investors, Say on pay, Shareholder voting
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Amendments to the Accelerated Filer and Large Filer Definitions
We appreciate the opportunity to comment on the Securities and Exchange Commission’s (the “Commission”) proposed Amendments to the Accelerated Filer and Large Accelerated Filer Definitions. Herein we provide comments and analysis relating primarily to the Request for Comments in Sections II.E and III.D of the proposed Amendments (“Proposal”). Our comments relate to the provisions of […]
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