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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
Designing Pay Plans in the New 162(m) World
Over a year after the “performance-based compensation” exception to Section 162(m) of the IRS Code was eliminated as part of the Tax Cuts and Jobs Act of 2017, relatively few companies have made significant changes to their pay programs to take advantage of its repeal. In part, it’s because of a short time frame for […]
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Posted in Accounting & Disclosure, Executive Compensation, Practitioner Publications, Securities Regulation
Tagged Compensation disclosure, Executive Compensation, Incentives, Internal Revenue Code, Pay for performance, Section 162(m), Tax Cuts and Jobs Act, Taxation
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Strategic Trading as a Response to Short Sellers
There is consensus in the theoretical and empirical literature on the fact that short sellers are informed traders. Hence, economic theory suggests that when short sellers interact in the market with uninformed investors the extent to which prices reveal fundamental information (price efficiency) increases. The favorable regulatory environment for short selling in most developed countries […]
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Posted in Academic Research, Empirical Research, Institutional Investors
Tagged Information environment, Institutional Investors, Market efficiency, Short sales
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Proposed Amendments to Delaware’s LLC and Partnership Acts
Legislation proposing to amend the Delaware Limited Liability Company Act (LLC Act), the Delaware Revised Uniform Limited Partnership Act (LP Act) and the Delaware Revised Uniform Partnership Act (GP Act) (collectively, the LLC and Partnership Acts) has been introduced to the Delaware General Assembly. The following is a brief summary of some of the more […]
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Posted in Legislative & Regulatory Developments, Practitioner Publications
Tagged Benefit corporation, Blockchain, Corporate forms, Delaware law, Financial technology, Incorporations, LLCs, Partnerships, Public benefit corporations, State law
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Better the Devil You Know? Tipping Liability, Martoma and the Rise of 18 U.S.C. § 1348
Insider trading has frequently been splashed across headlines in recent months, with a congressman, an NFL player, a comedy writer, and a Silicon Valley executive all facing charges. In the background of these headlines are two legal developments that give the government greater flexibility to successfully litigate future insider trading cases, particularly those involving tipping. […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Inside information, Insider trading, Liability standards, Section 10(b), Securities enforcement, U.S. federal courts
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Legal Tools for the Active or Activist Shareholders
Boards of listed companies face increasing risk of campaigns from investors. Activist shareholders seek value creation, passive and institutional investors are encouraged to become engaged and active through the discharge of stewardship responsibilities and ESG issues are becoming increasingly important for investors. Remuneration The draft UK regulations (Companies (Directors Remuneration Policy and Directors Remuneration Report) […]
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Posted in Accounting & Disclosure, Boards of Directors, Executive Compensation, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Boards of Directors, ESG, Executive Compensation, Institutional Investors, International governance, Shareholder activism, Shareholder voting, Stewardship, Stewardship Code, UK
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Rulemaking Petition on Non-GAAP Financials in Proxy Statements
The Council of Institutional Investors (CII) on April 29, 2019, petitioned the U.S. Securities and Exchange Commission (SEC) to require clear disclosure on use of non-GAAP financial metrics in the proxy statement Compensation Discussion & Analysis (CD&A). CII asked that the SEC apply the same rules and guidance in that document as it does for […]
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Posted in Accounting & Disclosure, Executive Compensation, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Accounting, Accounting standards, Executive Compensation, Financial reporting, GAAP, Incentives, Pay for performance, SEC, Securities regulation
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Weekly Roundup: May 24-30, 2019
UK Shareholder Activism and Battles for Corporate Control Posted by Sam Bagot, Cleary Gottlieb Steen & Hamilton LLP, on Friday, May 24, 2019 Tags: Boards of Directors, Compliance and disclosure interpretation, Disclosure, Duty of good faith, Duty of loyalty, Fiduciary duties, Inside information, International governance, Management, Shareholder activism, UK The Corporate Form for Social Good Posted by David A. Katz and Laura McIntosh, Wachtell, Lipton, Rosen & […]
Click here to read the complete postA Quarter Century of Exchange-Traded Fun!
Since the first exchange-traded fund (“ETF”) launched in 1993, ETFs have proven to be one of the most useful and successful innovations in the registered fund space under the Investment Company Act (“Act”) of 1940. The innovation did not stop with that first ETF. Besides being one of the fund industry’s most successful financial innovations, […]
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Posted in Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Bitcoin, Blockchain, Cryptocurrency, Exchange-traded funds, Financial technology, Leverage, SEC, Securities regulation
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Proxy Advisor Influence
Commentators point to a fairly standard set of factors to explain why proxy advisors exert the influence they do over institutional investors and corporate managers. They say that proxy advisors can mitigate institutional investors’ collective action problems, that legal rules and high levels of institutional investor ownership have created demand for proxy advisors’ services, and […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Institutional Investors, International Corporate Governance & Regulation
Tagged Boards of Directors, Institutional Investors, International governance, ISS, Proxy advisors, Securities regulation, Shareholder voting, UK
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