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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
The Shift from Active to Passive Investing: Potential Risks to Financial Stability?
A massive shift is underway in the $80 trillion global asset-management industry. Investors have moved trillions of dollars in the past couple of decades from active investment strategies, which involve selecting assets to try to outperform a benchmark, to “passive” or “indexing” strategies that aim to replicate a benchmark. In the U.S., assets in passive […]
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Posted in Academic Research, Empirical Research, Institutional Investors
Tagged Asset management, Exchange-traded funds, Index funds, Institutional Investors, Liquidity, Market conditions, Market reaction, Mutual funds, Risk, Shocks, Stock performance
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The Realities of Robo-Voting
New research from the American Council for Capital Formation identifies a troubling number of assets mangers that are automatically voting in alignment with proxy advisor recommendations, in a practice known as “robo-voting.” This trend has helped facilitate a situation in which proxy firms are able to operate as quasi-regulators of America’s public companies, despite lacking […]
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Posted in Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Asset management, Capital formation, Capital markets, Fund managers, Glass Lewis, Institutional Investors, Institutional voting, ISS, Ownership, Proxy advisors, Proxy voting, SEC, Securities regulation, Transparency
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Index Funds and the Future of Corporate Governance: Theory, Evidence, and Policy
Index funds own an increasingly large proportion of American public companies, currently more than one fifth and steadily growing. Understanding the stewardship decisions of index fund managers—how they monitor, vote, and engage with their portfolio companies—is critical for corporate law scholarship. In a study that we recently placed on SSRN—Index Funds and the Future of […]
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Posted in Academic Research, Corporate Elections & Voting, HLS Research, Institutional Investors
Tagged Agency costs, BlackRock, Boards of Directors, Engagement, Index funds, Institutional Investors, Oversight, Ownership, Shareholder voting, Stewardship, Vanguard
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2019 Americas Proxy Voting Guidelines Update
UNITED STATES Board of Directors—Voting on Director Nominees in Uncontested Elections Board Composition—Diversity Rationale for Change: 1) Investors favor gender diverse boards. During the 2017 and 2018 proxy seasons, investors increasingly targeted companies with little or no female representation on their boards, citing reasons of equality, good corporate governance, and enhanced long-term company performance. Increased […]
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Posted in Boards of Directors, Corporate Elections & Voting, Corporate Social Responsibility, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Charter & bylaws, Corporate Social Responsibility, Diversity, ESG, Institutional Investors, ISS, Management, Proxy advisors, Proxy voting
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Submission for SEC Proxy Process Roundtable
Proxy Insight appreciates the opportunity to provide comments on issues related to the Securities and Exchange Commission’s staff Roundtable on “Proxy Process” to be held on November 15, 2018. Proxy Insight’s views are those of an independent data provider tracking the voting records and policies of over 1,700 global investors. Based on our extensive engagement […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Institutional Investors, Proxy advisors, Proxy voting, SEC, Securities regulation, Shareholder voting
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Senate Bill on Proxy Advisors
Just as the SEC convenes a Staff Roundtable to look at the proxy process as a whole, including the possible regulation of the proxy advisory industry, on November 14 six U.S. Senators introduced a bill that would amend the Investment Advisers Act of 1940 to require proxy advisory firms to register as investment advisers. The bill is […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Glass Lewis, Investment advisers, Proxy advisors, Proxy voting, SEC, Securities regulation, Shareholder voting
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The Double-Edged Sword of CEO Activism
We recently published a paper on SSRN, The Double-Edged Sword of CEO Activism, that examines CEO activism among publicly traded companies. CEO activism—the practice of CEOs taking public positions on environmental, social, and political issues not directly related to their business—has become a hotly debated topic in corporate governance. According to the New York Times, […]
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Posted in Academic Research, Accounting & Disclosure, Corporate Social Responsibility
Tagged Corporate Social Responsibility, Diversity, Management, Public perception, Reputation, Social media
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Shareholder Voting in the United States: Trends and Statistics on the 2015-2018 Proxy Season
A study by The Conference Board and Rutgers Center for Corporate Law and Governance (Rutgers CCLG) finds that voting support on proposals regarding companies’ sustainability practices has been steadily rising over the last few years, even though such proposals are still rarely approved. The main impetus comes from issues that have taken center stage in […]
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Posted in Boards of Directors, Corporate Elections & Voting, Corporate Social Responsibility, Executive Compensation, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Engagement, ESG, Executive Compensation, Hedge funds, Institutional Investors, Proxy access, Proxy contests, Proxy season, Say on pay, Shareholder activism, Shareholder proposals, Shareholder voting
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Do Private Equity Funds Manipulate Reported Returns?
In our article, Do Private Equity Funds Manipulate Reported Returns? we examine the evidence on performance manipulation by buyout and venture funds. Our study is motivated by the potential incentive for general partners (GPs) of a fund to exaggerate performance to attract limited partners (LPs) to a follow-on fund. We consider if there is evidence […]
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Posted in Academic Research, Empirical Research, Private Equity, Securities Regulation
Tagged Conflicts of interest, Fund managers, Fund performance, Incentives, Misreporting, Mutual funds, Peer groups, Private equity, Reporting regulation, Reputation, Signaling, Venture capital firms
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Comment Letter: Fiduciary Duty Guidance for Proxy Voting Reform
Investor proxy voting practices have entered the public spotlight in 2018 as Congress and the Securities and Exchange Commission (“SEC”) consider changes to the rules which govern proxy voting. However, an accurate recognition of the investor fiduciary duties which provide the legal context for exercise of proxy voting rights has been largely missing from the […]
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