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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
2022 Proxy Season Review: Say-on-Pay and Equity Compensation Plan Voting
Introduction The data on say-on-pay negative recommendations derives from ISS publications and SEC disclosure summarizing the rationales with respect to the negative recommendations issued by ISS at annual meetings of Russell 3000 and S&P 500 companies through June 30, 2022. We estimate that around 90% of U.S. public companies held their 2022 annual meetings by […]
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Posted in Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Executive Compensation, Incentives, Institutional Investors, Institutional Shareholder Services Inc., Pay for performance, Proxy advisors, Say on pay, Shareholder voting
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Proposed Additional Amendments to Form PF
On August 10, 2022, the Securities and Exchange Commission (“SEC”) and Commodity Futures Trading Commission (“CFTC”) proposed additional amendments (the “Proposed Amendments”) to Form PF, the periodic report filed by registered investment advisers that manage private funds. The Proposed Amendments significantly expand the scope of information to be reported by private fund advisers and would, […]
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Posted in Accounting & Disclosure, Institutional Investors, Practitioner Publications, Private Equity, Securities Regulation
Tagged Cryptocurrency, Disclosure, Form PF, Hedge funds, Institutional Investors, Private equity, Private funds, Securities regulation, Stablecoins
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State Legislation Targets Company Policies on ESG
Over the past several years of political discord, many CEOs have felt the need to voice their views on important political, environmental and social issues. For example, after the murder of George Floyd and resulting national protests, many of the country’s largest corporations expressed solidarity and pledged support for racial justice. After January 6, a number […]
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Posted in Accounting & Disclosure, ESG, Practitioner Publications
Tagged Climate change, Diversity, Environmental disclosure, ESG, Institutional Investors, Reputation, Stakeholders, State law, Sustainability
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Quarterly Activist Ownership Analysis
This post outlines the major trends occurring globally amongst activist investors’ portfolios. Using a proprietary model quantifying criteria such as reputation, number of campaigns/outcomes, tactics/focus, board seats won, and recency of engagements we have produced the Morrow Sodali Top 40 Activists (MS40) list narrowed down from the pool of global investors. The MS40 is compiled […]
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Posted in Corporate Elections & Voting, International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications
Tagged Institutional Investors, International governance, Mergers & acquisitions, Private equity, Shareholder activism, Shareholder voting, SPACs, Universal proxy ballots
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BlackRock Voting Spotlight—A Look Into the 2021-2022 Proxy Voting Year
Consistent with BlackRock’s fiduciary duty as an asset manager, BIS’ purpose is to support companies in their efforts to deliver long-term durable financial performance on behalf of our clients. These clients include public and private pension plans, governments, insurance companies, endowments, universities, charities and, ultimately, individual investors, among others. BIS serves as an important link […]
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Posted in Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications
Tagged Climate change, ESG, Index funds, Institutional Investors, Proxy voting, Shareholder proposals, Stewardship, Sustainability
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The Politics of Values-Based Investing
Senate Republicans are introducing legislation directing retirement plan sponsors to select investments solely based on monetary factors, an extension of the position adopted by the Trump Administration Department of Labor. The sponsors to the legislation defend it by arguing that retirement accounts should be off limits to politics. The debate stems from the increasing criticism […]
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Posted in Academic Research, ESG, Institutional Investors
Tagged Climate change, Diversity, ESG, Institutional Investors, Mutual funds, Sustainability
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Corporate Response to the War in Ukraine: Stakeholder Governance or Stakeholder Pressure?
In the aftermath of the Russian invasion of Ukraine on February 24, 2022, hundreds of Western companies have taken the unprecedented step of withdrawing from Russia, going beyond compliance with regulations and sanctions. The corporate reaction to the invasion of Ukraine has been widely understood as “a clear signal that the world is pivoting toward […]
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Posted in Academic Research, Empirical Research, ESG, HLS Research, International Corporate Governance & Regulation
Tagged ESG, International governance, Reputation, Russia, Sanctions, Social media, Stakeholders, Twitter, Ukraine
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Carve-Outs’ Popularity Soars as Businesses Pursue Growth
Carve-out deals, whether conducted through a trade sale, buyout, or IPO, have become a vital tool for businesses to boost balance sheets and deliver shareholder value. This trend has gathered momentum over recent years, with 9,155 carve-outs worth US$2.3 trillion in aggregate announced globally in 2021, according to Dealogic—up 67% in value compared to 2020. So […]
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Posted in ESG, International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications, Private Equity
Tagged Carve-outs, Climate change, ESG, International governance, Japan, Mergers & acquisitions, Private equity, UK
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Glass Lewis Comment Letter to the SEC on Enhanced Disclosure of ESG Issues
This post is based on a comment letter submitted to the SEC regarding the Proposed SEC Climate Disclosure Rule by Glass, Lewis & Co. Below is the text of the letter with minor adjustments to eliminate the correspondence-related parts. Founded in 2003, Glass Lewis is a leading independent proxy advisor. Glass Lewis serves more than […]
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