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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
Statement on Opportunity Zones
Today [July 15, 2019], together with our regulatory colleagues at the North American Securities Administrators Association (NASAA), our staff issued a statement explaining the potential application of state and federal securities laws to fundraising for Opportunity Zones. Separately, our staff also provided guidance regarding the ability of Main Street investors to participate in these offerings. Our staff, and […]
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Posted in Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Capital formation, Equity offerings, Investor protection, Opportunity Zones, Retail investors, SEC, Securities regulation, Small firms
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Conflicted Mutual Fund Voting in Corporate Law
In their challenge to Tesla’s $2.6 billion merger with SolarCity, the shareholder plaintiffs raised a novel argument. Because Tesla’s top 25 institutional investors—those holding 45.7% of Tesla’s stock—also held SolarCity stock, they stood on both sides of the transaction and therefore, the shareholder plaintiffs argued, their votes should not be treated as “disinterested.” The Delaware […]
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Posted in Academic Research, Mergers & Acquisitions, Securities Litigation & Enforcement
Tagged Conflicts of interest, Delaware articles, Delaware cases, Delaware law, Merger litigation, Mergers & acquisitions, Mutual funds, Shareholder suits, Tesla
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Walmart’s Failure to Maintain a Sufficient Anti-Corruption Compliance Program
On June 20, 2019, the Department of Justice and the Securities and Exchange Commission announced long-awaited resolutions with Walmart, Inc. for violations of the books and records and internal accounting provisions of the Foreign Corrupt Practices Act (FCPA). In addition to entering into a three-year non-prosecution agreement, and agreeing to the imposition of a compliance […]
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Posted in Accounting & Disclosure, International Corporate Governance & Regulation, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Anti-corruption, Books and records, Compliance & ethics, DOJ, FCPA, International governance, SEC, SEC enforcement, Securities enforcement, Securities regulation, Wal-Mart
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Testimony before the U.S. House of Representatives, Committee on Financial Services, Subcommittee on Investor Protection, Entrepreneurship and Capital Markets
Chairwoman Maloney, Ranking Member Huizenga, and other Members of the Subcommittee: Thank you for the opportunity to testify at today’s hearing. My name is James Andrus, and I am an Investment Manager for the Sustainable Investments program for the California Public Employees’ Retirement System (“CalPERS”). I am pleased to appear before you today on behalf […]
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Posted in Accounting & Disclosure, Institutional Investors, Practitioner Publications, Securities Regulation, Speeches & Testimony
Tagged Boards of Directors, CalPERS, Citizens United v. FEC, Climate change, Disclosure, Environmental disclosure, ESG, Institutional Investors, Long-Term value, Oversight, Political spending, Securities regulation, Sustainability, Systemic risk, Transparency
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Director Nominations and Overbroad Questionnaires
On June 27, 2019, the Delaware Chancery Court entered an injunction requiring the boards of trustees (the “Boards”) of two closed-end investment funds (the “Funds”) to count the votes in favor of director candidates nominated by shareholder Saba Capital at the annual meetings scheduled for July 8, 2019. In the case captioned Saba Capital Master Fund, […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Court Cases, Institutional Investors, Practitioner Publications
Tagged Advanced notice, Boards of Directors, Charter & bylaws, Delaware cases, Delaware law, Hedge funds, Institutional Investors, Proxy contests, Shareholder activism, Shareholder nominations, Shareholder rights, Shareholder voting
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The Test of Time: Adapting to a New Era of Executive Compensation
Since the passage of Dodd-Frank in 2010, there have been a number of regulations around executive compensation and performance that have left a tremendous influence on executive pay plans. The ever-evolving world of executive compensation oftentimes puts companies in a precarious predicament as decisions on pay could have an ample impact across an entire organization. […]
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Posted in Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Executive Compensation, Executive turnover, Incentives, Institutional Investors, Management, Pay for performance, Pension funds, Say on pay
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Increased Shareholder Activism at Banking Organizations?
On April 23, 2019, the Federal Reserve Board (the “FRB”) invited public comment on a proposal to revise the FRB’s rules for determining whether an entity controls a bank or bank holding company (“banking organization”) for purposes of the Bank Holding Company Act of 1956, as amended (the “Act”). The proposal is intended to clarify, […]
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Posted in Banking & Financial Institutions, Boards of Directors, Financial Regulation, Institutional Investors, Practitioner Publications
Tagged Banks, Boards of Directors, Controlling shareholders, Council of Institutional Investors, Federal Reserve, Financial institutions, Financial regulation, Proxy contests, Shareholder activism, Shareholder voting
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EVA as a Performance Measure in Executive Incentive Plans
Economic Value Added (EVA) is a measure of a business enterprise’s economic performance based on what is added to that enterprise’s value by its operating earnings (net of tax) reduced by the enterprise’s “capital costs.” The concept of EVA was introduced in the 1980s by the management consulting firm of Stern Stewart & Co. That […]
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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Accounting, Executive Compensation, Firm performance, Incentives, Institutional Investors, ISS, Pay for performance, Proxy advisors, Shareholder value, Shareholder voting
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Shareholders and Stakeholders Around the World: The Role of Values, Culture, and Law in Directors’ Decisions
Controversies over the right way to handle shareholder and stakeholder relations have never been deeper despite decades of debate. In recent work, Nobel laureate Oliver Hart discusses whether, and should, “the board of directors of a public company [has] a legal duty to maximize shareholder value?” In mid-2016, The Wall Street Journal ran a story […]
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Posted in Academic Research, Boards of Directors, Corporate Social Responsibility
Tagged Boards of Directors, Corporate culture, Corporate Social Responsibility, ESG, Management, Managerial style, Shareholder primacy, Shareholder value, Social capital, Social contract, Social policies, Stakeholders
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