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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
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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Director Onboarding and the Foundations of Respect
Increased demands on public company directors have created significant challenges for corporate boards. Qualified individuals are serving on fewer boards, as directors and corporate executives face increasing constraints on their public company board service. There is a need for new independent director candidates, and there is also a steep learning curve for incoming directors, particularly […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Practitioner Publications
Tagged Board composition, Board dynamics, Board performance, Board turnover, Boards of Directors, Diversity, Outside directors
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Weekly Roundup: March 22-28, 2019
Activist CEOs Speak Out—Is There a Way to Do it Better? Posted by Cydney Posner, Cooley LLP, on Friday, March 22, 2019 Tags: Corporate Social Responsibility, ESG, Management, Public perception, Reputation New Developments in Shareholders’ Gender Pay Gap Proposals Posted by Ryan Resch and Ruby Tewani, Willis Towers Watson, on Friday, March 22, 2019 Tags: Boards of Directors, Compensation committees, Compensation disclosure, Compensation ratios, Diversity, ESG, Executive Compensation, Management, Shareholder proposals, UK […]
Click here to read the complete postRemarks to the SEC Investor Advisory Committee
Thank you, Anne (Sheehan). Good morning everyone. It’s good to see everyone again, particularly as the last time we all met in person was in December of last year. I was glad to be able to participate with Commissioner Roisman on a call with members of the Committee last month, where among other things we […]
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Posted in Accounting & Disclosure, Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Capital allocation, Compensation disclosure, Compensation guidelines, Disclosure, Human capital, Investor protection, Securities regulation, Transparency
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Crisis Resilience and the Board—Taking Risk Oversight to the Next Level
Companies seek to anticipate and avoid or proactively mitigate crises that pose risk to their business. As part of their oversight responsibility, boards seek to assist management in carrying out these responsibilities. However, no matter how prepared a company is, and regardless of the levels of management attentiveness and board oversight, crises will happen; they […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged Board oversight, Board performance, Boards of Directors, Corporate culture, Oversight, Risk management, Risk oversight
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Tulips, Oranges, Worms, and Coins—Virtual, Digital, or Crypto Currency and the Securities Laws
The securities laws contain a broad definition of what constitutes a security. Finding a security to exist triggers many regulatory provisions of the securities laws. There is considerable case law interpreting the now well-developed test for what constitutes an “investment contract” leading to the finding that a security exists. However, to date, there is relatively […]
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Posted in Academic Research, Securities Litigation & Enforcement, Securities Regulation
Tagged Asset bubbles, Bitcoin, Contracts, Cryptocurrency, Financial technology, Howey test, ICOs, SEC, SEC enforcement, Securities Act, Securities regulation, State law
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