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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
Weekly Roundup: April 12–18, 2019
The Rise of Books and Records Demands Under Section 220 of the DGCL Posted by Roger A. Cooper, Vanessa C. Richardson, and Kimberly Black, Cleary Gottlieb Steen & Hamilton LLP, on Friday, April 12, 2019 Tags: Boards of Directors, Books and records, Delaware law, DGCL, DGCL Section 220, Discovery, Securities litigation, Shareholder suits Noteworthy Developments in 2018 Affecting Executive Pay Posted by Joseph Bachelder, […]
Click here to read the complete post2019 Say on Pay & Proxy Results
Average Say on Pay support in 2018 declined to the lowest level observed since 2012, driven by an increase in the number of companies receiving vote support below 70%. Shareholder engagement increased on environmental proposals; other environmental, social, and governance (ESG) topics; Board diversity; and the use of GAAP versus non-GAAP performance metrics in compensation […]
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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Compensation ratios, Executive Compensation, Institutional Investors, ISS, Proxy advisors, Proxy voting, Say on pay, Shareholder voting
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Communicating Culture Consistently: Evidence from Banks
Corporate culture is integral to business success, and its role in banking has attracted considerable attention since the financial crisis of 2007 and 2008. For example, Fahlenbrach, Prilmeier and Stulz (2012) found banks that performed poorly in the 1998 crisis also performed poorly in the recent crisis. This persistence is consistent with a culture explanation. […]
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Posted in Academic Research, Banking & Financial Institutions, Comparative Corporate Governance & Regulation, Empirical Research, Financial Crisis
Tagged Bank boards, Banks, Corporate culture, Financial advisers, Financial crisis, Firm performance, Management, Misconduct, Reputation, Risk management
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Bill Proposal—Corporate Executives Criminally Accountable for Negligent Conduct
On April 3, 2019, Senator (and Democratic Presidential contender) Elizabeth Warren announced proposed legislation—dubbed the “Corporate Executive Accountability Act”—that would effect a dramatic change in white collar criminal law by permitting prosecution of corporate executives for negligent conduct. Under traditional criminal law principles, defendants must typically have at least knowledge with respect to the conduct […]
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Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Practitioner Publications, Securities Litigation & Enforcement
Tagged Corporate crime, Corporate liability, Elizabeth Warren, Management, Misconduct, Negligence, Securities enforcement
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What’s the Problem with Dual Class Stock? A Brief Response to Professors Bebchuk and Kastiel
The distinguished scholars Professors Lucian Bebchuk and Kobi Kastiel (both of whom I am proud to call my friends) are once again targeting technology companies with dual class stock. In two posts published in the past two weeks and based on a similar analysis, the subject of their ire has been Lyft and Pinterest, respectively. […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Agency costs, Agency model, Asset management, Capital structure, Dual-class stock, Institutional Investors, Private ordering, Shareholder voting
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Uncorporate Insider Trading
Insider trading has long been restricted by federal law. Corporate executives owe fiduciary duties of loyalty and care to their companies and shareholders, duties that are breached when those insiders trade in company stock or with company information. Because these fiduciary duties are a mandatory feature of corporate law, quintessential insider trading cases fall squarely […]
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Posted in Academic Research, Securities Litigation & Enforcement, Securities Regulation
Tagged Corporate forms, Corporate liability, Disclosure, Information asymmetries, Inside information, Insider trading, Liability standards, SEC, SEC enforcement, Securities enforcement, Securities regulation
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Recent Developments in Human Capital Management Disclosure
IAC Meeting [In late March, 2019], the Investor Advisory Committee (IAC or Committee) to the Securities and Exchange Commission (SEC) voted to ask the SEC to further investigate and evaluate whether public companies should be required to disclose information related to human capital management (HCM), in other words, how companies manage workplace relationships including training, […]
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Posted in Accounting & Disclosure, Executive Compensation, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Compensation disclosure, Compensation ratios, Disclosure, Human capital, Institutional Investors, Labor markets, SEC, SEC rulemaking, Securities regulation
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2019 U.S. Executive Compensation Trends
As we enter the peak of proxy season, we review executive compensation trends in the U.S. based executive pay disclosures so far this year. Our key findings include: Compensation disclosures so far suggest continued increases in CEO pay across all market segments and almost all industries. The proportion of stock-based compensation as a percentage of […]
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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Practitioner Publications
Tagged Compensation disclosure, Compensation ratios, Executive Compensation, Institutional Investors, Pay for performance, Proxy advisors, Say on pay, Shareholder voting
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The Purposive Transformation of Company Law
In December of 2018 a potentially transformative event occurred within UK corporate law and corporate governance. In the course of its latest revision, the UK Corporate Governance Code has introduced the idea that establishing a “company purpose” is essential for the effective functioning of corporations. This may not, at first glance, seem all too revolutionary—especially […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, International Corporate Governance & Regulation, Securities Regulation
Tagged Accountability, Corporate culture, International governance, Securities regulation, Shareholder primacy, Shareholder rights, Shareholder value, Stakeholders, UK, UK Corporate Governance Code
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M&A/PE and Governance Update
Court of Chancery Enjoins a Controller-Led Merger Pending Corrective Disclosures—FrontFour v. Medley Capital In FrontFour Capital Group, LLC et al v. Brooke Taube et al [Medley Capital] (March 11, 2019), the court determined that, based on the precedent set in the Delaware Supreme Court’s 2014 C&J Energy decision, it could order only a disclosure remedy […]
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Posted in Court Cases, International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, Delaware cases, Delaware law, Merger litigation, Mergers & acquisitions
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