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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
Spotlight on Boards
The ever-evolving challenges facing corporate boards prompt periodic updates to a snapshot of what is expected from the board of directors of a major public company—not just the legal rules, or the principles published by institutional investors and various corporate and investor associations, but also the aspirational “best practices” that have come to have equivalent […]
Click here to read the complete postThe Latest on Proxy Access
Pressure from large institutional investors, including public and private pension funds, and other shareholders has led to the widespread adoption of proxy access by large U.S. public companies in the past few years. Proxy access is now mainstream at S&P 500 companies (71%) and is nearly a majority practice among Russell 1000 companies (48%). Proxy […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Institutional Investors, Management, Proxy access, Proxy voting, Securities regulation, Shareholder nominations, Shareholder proposals, Shareholder voting
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Potential Changes to Fund of Funds Arrangements
On December 19, 2018, the SEC issued a release (the “Release”) proposing new Rule 12d1-4 and related amendments under the 1940 Act intended to enhance and streamline the regulation of funds that invest in other funds (“fund of funds arrangements”). The Release noted that the current combination of statutory exemptions, SEC rules and exemptive orders […]
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Posted in Banking & Financial Institutions, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Exchange-traded funds, Investment advisers, Investment Advisers Act, Investor protection, Risk management, SEC, SEC rulemaking, Section 12(d), Securities regulation
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Weekly Roundup: January 25-31, 2019
Should Corporations Step Into the Governmental Vacuum? Posted by Cydney Posner, Cooley LLP, on Friday, January 25, 2019 Tags: BlackRock, Corporate Social Responsibility, ESG, Institutional Investors, Long-Term value, Management, Shareholder value, Stakeholders, Stewardship Dealing with Activist Hedge Funds and Other Activist Investors Posted by Martin Lipton, Wachtell, Lipton, Rosen & Katz, on Friday, January 25, 2019 Tags: Board communication, Boards of Directors, Engagement, Hedge funds, Institutional Investors, Investor relations officers, New Paradigm, Proxy voting, Public […]
Click here to read the complete postBlackRock Investment Stewardship Engagement Priorities for 2019
BlackRock, as a fiduciary investor, undertakes all investment stewardship engagements and proxy voting with the goal of protecting and enhancing the long-term value of our clients’ assets. In our experience, sustainable financial performance and value creation are enhanced by sound governance practices, including risk management oversight and board accountability. 2019 Engagement Priorities We are committed […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged BlackRock, Capital allocation, Engagement, Environmental disclosure, ESG, Executive Compensation, Human capital, Index funds, Long-Term value, Stewardship
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Deregulating Wall Street
When a large part of the financial sector is funded with fragile, short-term debt and is hit by a common shock to its long-term assets, there can be en masse failures of financial firms and disruption of intermediation to households and firms. Such disruptions became particularly intense in the fall and winter of 2008–2009, following […]
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Posted in Academic Research, Banking & Financial Institutions, Empirical Research, Financial Crisis, Financial Regulation
Tagged Banks, Capital markets, Capital requirements, CHOICE Act, Council of Institutional Investors, Deregulation, Dodd-Frank Act, Financial crisis, Liquidity, Risk, Risk management, Systemic risk, Volcker Rule
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The Long View: US Proxy Voting Trends on E&S Issues from 2000 to 2018
Appearances can be very deceiving. Case in point: The high-level summary numbers of voting results over the last nineteen years seem to indicate that little has changed regarding proxy voting behavior among investors owning U.S. companies. A simple analysis of median vote support levels for management and shareholder proposals seems to reveal stasis—support levels remain […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, Corporate Social Responsibility, Institutional Investors, Practitioner Publications
Tagged Climate change, Corporate Social Responsibility, Environmental disclosure, ESG, Institutional Investors, Proxy advisors, Proxy voting, Shareholder proposals, Shareholder voting, Stewardship, Sustainability
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Board Evaluation Disclosure
Strengthening board effectiveness is a high priority for many companies and their shareholders. Whether independently or with the help of outside advisors, many boards regularly conduct evaluations to assess their strengths and identify areas for improvement. Robust evaluation processes provide an important conduit for change as companies require new skills, perspectives and strategies over time. […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged Board independence, Board oversight, Board performance, Board turnover, Boards of Directors, Disclosure, Succession
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Corporations are People Too (And They Should Act Like It)
The question of constitutional rights for corporations has bedeviled judges and scholars for over 200 years. The question seems to arise every generation or so, and we are in the midst of another burst of attention on the issue. Cases such as Citizens United v Federal Election Comm’n (corporations can spend unlimited amounts in elections), […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Corporate Social Responsibility
Tagged Citizens United v. FEC, Corporate forms, Corporate governance, Corporate Social Responsibility, Corporate veil, Disclosure, ESG, Political spending
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Cross-Border M&A—2019 Checklist for Successful Acquisitions in the United States
M&A in 2018 began with a bang, with more than $350 billion of deals in January 2018—a January level not seen since 2000—and much chatter that M&A volume for the year could hit an all-time record. As it turned out, 2018 was a tale of two cities, with M&A continuing at a torrid pace during […]
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Posted in International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications, Securities Regulation
Tagged Antitrust, CFIUS, Cross-border transactions, Disclosure, Distressed companies, International governance, Merger litigation, Mergers & acquisitions, SEC, Securities regulation, Taxation
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