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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 Christine Davine
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
The Politics of CEOs
We have recently placed on SSRN a new study, The Politics of CEOs. The study, which was the subject of a recent New York Times column by Andrew Ross Sorkin last week, presents novel empirical evidence on the partisan leanings of public-company CEOs. We also discuss the policy implications of our findings. Chief executive officers […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, HLS Research
Tagged Citizens United v. FEC, Disclosure, Management, Manager characteristics, Political spending, Shareholder value, Voluntary Disclosure
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The SEC and Self-Reporting of Financial Conflicts of Interest
Initial results of the SEC’s Share Class Disclosure Initiative indicate a heightened focus on disclosures made to retail investors and consequences for any failure to self-report. On February 12, 2018, the U.S. Securities and Exchange Commission launched its “Share Class Selection Disclosure Initiative” (“SCSDI”), which provided incentives to investment advisers to self-report violations of the federal securities […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Broker-dealers, Conflicts of interest, Disclosure, Investment advisers, Investor protection, Mutual funds, Reporting regulation, Retail investors, SEC, SEC enforcement
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Proxy Preview 2019
Proponents have filed at least 386 shareholder resolutions on environmental, social and sustainability issues for the 2019 proxy season, Environmental, Social & Sustainability Resolutions with 303 still pending as of February 15. Securities and Exchange Commission (SEC) staff have allowed the omission of only six proposals so far in the face of company challenges, far […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Corporate Social Responsibility, Diversity, Environmental disclosure, ESG, Proxy voting, Risk assessment, Risk oversight, SEC, Securities regulation, Shareholder proposals, Shareholder voting, Sustainability
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Mandatory Arbitration Shareholder Proposal Goes to Court
You might remember this no-action letter to Johnson & Johnson granting relief to the company if it relied on Rule 14a-8(i)(2) (violation of law) to exclude a shareholder proposal requesting adoption of mandatory shareholder arbitration bylaws. (See this PubCo post.) In that letter, the staff relied on an opinion from the Attorney General of the […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Arbitration, Charter & bylaws, Class actions, No-action letters, Rule 14a-8, SEC, Securities litigation, Securities regulation, Shareholder proposals, State law
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Mutant Q—Foundational Studies on Entrenchment, Staggered Boards, and Activism
“If your experiment needs statistics, you ought to have done a better experiment.” — Ernest Rutherford Sometimes you need to get into the fundamentals to understand if your belief system is sound. In corporate governance literature of the last two decades, there is no more fundamental concept than Tobin’s Q, which legions of law professors […]
Click here to read the complete postGlass Lewis’ Report Feedback Service: Direct, Unfiltered Commentary from Issuers and Shareholder Proponents
Glass Lewis has long been an advocate of bringing transparency, accuracy and efficiency to the proxy voting process. Following the expansion of our direct engagement program and Issuer Data Report (“IDR”) service, the Report Feedback Statement (“RFS”) service is an important next step in facilitating informed dialogue among all stakeholders. Providing corporate governance services to institutional […]
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Posted in Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Engagement, Glass Lewis, Information environment, Institutional Investors, Institutional voting, Proxy advisors, Proxy season, Proxy voting
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The Most Overpaid CEOs: Are Fund Managers Asleep at The Wheel?
In 2015, As You Sow embarked on a mission to identify and report on the most overpaid CEOs of the S&P 500 and whether or not pension funds and financial managers held companies accountable for such excessive compensation. At the time, we found that far too many funds and managers were rubber stamps for these […]
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Posted in Accounting & Disclosure, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Compensation ratios, Executive Compensation, Institutional Investors, Institutional voting, Long-Term value, Management, Mutual funds, Pay for performance, Pension funds, Proxy advisors
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Independent Directors: New Class of 2018
The EY Center for Board Matters took a close look at independent directors newly elected in 2018 by investors to Fortune 100 boards, and we are pleased to present the findings of our analysis of this “new class of 2018.” The report analyzes what these directors bring to the boardroom and how companies are showcasing […]
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Posted in Boards of Directors, Practitioner Publications
Tagged Audit committee, Board composition, Board independence, Boards of Directors, Director nominations, Director qualifications, Nominating committees, Surveys
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