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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: November 23-29, 2018
The Effects of CEO Ownership on Total Shareholder Return Posted by Jessica Phan, Equilar, Inc., on Friday, November 23, 2018 Tags: Compensation ratios, Equity-based compensation, Executive Compensation, Firm performance, Management, Ownership, Shareholder value, TSR Retail, Remedies, Resources and Results: Observations From the SEC Enforcement Division 2018 Annual Report Posted by Robin Bergen, Matthew Solomon, and Alexis Collins, Cleary Gottlieb Steen & Hamilton LLP, on Saturday, November 24, 2018 […]
Click here to read the complete postDelaware Law Status of Bylaws Regulating Litigation of Federal Securities Law Claims
As one commentator recently observed, “There has been renewed interest in whether the SEC should allow a U.S. company to conduct a registered initial public offering if its bylaws require shareholders to arbitrate federal securities claims.” Responding to that interest, SEC Chairman Jay Clayton correctly observed that the validity of such bylaws “involves our securities […]
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Posted in Academic Research, Legislative & Regulatory Developments, Securities Litigation & Enforcement, Securities Regulation
Tagged Attorneys' fees, Charter & bylaws, Contracts, Delaware articles, Delaware law, DGCL, DGCL Section 102, Fee-Shifting, Forum selection, Incorporations, Rule 10b-5, SEC, Securities litigation, Securities regulation, Shareholder suits, State law
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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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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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