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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: October 12-18, 2018
Were Reports on the Demise of the Universal Proxy Premature? Posted by Cydney Posner, Cooley LLP, on Friday, October 12, 2018 Tags: Boards of Directors, Director nominations, Proxy contests, Proxy voting, SEC, Securities regulation, Shareholder voting, Universal proxy ballots SEC Sanctions Investment Firm for Inadequate Cybersecurity and Identity Theft Prevention Policies Posted by Sabastian V. Niles, Marshall L. Miller, and Jeohn Salone Favors, Wachtell, […]
Click here to read the complete postMaking Sense of the Current ESG Landscape
The question whether a public for-profit company can “do good” and make money at the same time has never been more relevant. Public companies are being bombarded with messages, requests and demands around “ESG”—environmental, social and governance—matters. These come from shareholders, asset managers, special interest groups, activist investors, private equity funds, ESG rating firms, trade […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, Corporate Social Responsibility, Institutional Investors, Practitioner Publications
Tagged Corporate Social Responsibility, Environmental disclosure, ESG, Hedge funds, Institutional Investors, Proxy advisors, Shareholder activism, Shareholder primacy, Shareholder proposals, Shareholder voting
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Mandated Gender Diversity for California Boards
Corporations with a principal executive office in California that have shares listed on a major U.S. stock exchange will be required to have a minimum number of women on their boards of directors, under a bill signed into law on September 30, 2018, by the Governor of California. Although the new law may be subject […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Legislative & Regulatory Developments, Practitioner Publications
Tagged Board composition, Boards of Directors, California, Diversity, Institutional Investors, Nominating committees, Proxy advisors, Proxy season, Proxy voting, SB 826, State law
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Additional Lessons from the CBS-NAI Dispute: The Limitations of “Street Name” Ownership in Effectively Exercising Stockholder Rights
The vast majority of public company shares are owned in “street name”—e.g., through a broker. When holding shares in “street name,” a stockholder’s brokerage account reflects his or her ultimate beneficial ownership of such shares, but the records of the issuer (maintained by the issuer’s transfer agent) indicate that the broker (or more often, another […]
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Posted in Corporate Elections & Voting, Practitioner Publications, Securities Litigation & Enforcement
Tagged Broker-dealers, DTC, Ownership, Public firms, Securities litigation, Shareholder meetings, Shareholder voting
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Managing Reputation: Evidence from Biographies of Corporate Directors
Board of directors play an important role in firms. However, there are many challenges in assessing the quality of directors. Investors may have limited information to judge the qualification of a director. Even if information was available, the required skillset one considers important for a director to be qualified for the job is inherently subjective. […]
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Posted in Academic Research, Accounting & Disclosure, Boards of Directors
Tagged Boards of Directors, Director qualifications, Disclosure, Information asymmetries, Information environment, Reputation, Securities regulation
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Disclosure of the CEO Pay Ratio: Potential Impact on Stakeholders
2018 is the first year in which public companies have been required to report the “CEO Pay Ratio.” The CEO Pay Ratio for a reporting company represents the ratio of the total pay of the CEO to the total pay of the “median employee” at that company. This requirement is contained in Item 402(u) of […]
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Posted in Accounting & Disclosure, Boards of Directors, Executive Compensation, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Compensation disclosure, Compensation ratios, Disclosure, Executive Compensation, Proxy disclosure, Regulation S-K, Say on pay, Securities regulation, Shareholder value
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The California Board Diversity Requirement
California has become the first state in the nation to require that publicly held corporations headquartered within the state include female directors on their boards. The new law, signed by Gov. Jerry Brown on September 30, 2018, applies to corporations, whether organized in California or elsewhere, “with securities listed on a major United States stock […]
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Posted in Accounting & Disclosure, Boards of Directors, Comparative Corporate Governance & Regulation, Practitioner Publications, Securities Regulation
Tagged Board composition, Boards of Directors, California, Disclosure, Diversity, Form 10-K, Securities regulation, State law
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Semi-Public Offerings? Pushing the Boundaries of Securities Law
The 1933 Securities Act struck a simple bargain: the wealthy get to invest in risky private companies, while the general public can invest only in publicly traded securities. For 75 years, that bargain has held. For whatever reason—whether because the wealthy are savvier investors or because their wealth gives them the requisite cushion to absorb […]
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Posted in Academic Research, Accounting & Disclosure, Securities Litigation & Enforcement, Securities Regulation
Tagged Blockchain, Capital formation, Cryptocurrency, Equity offerings, ICOs, Risk, SEC, SEC enforcement, Securities enforcement, Securities fraud, Securities regulation
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Shedding Light on Diversity-Based Shareholder Proposals
Environmental, social and governance (ESG) proposals voice shareholder concerns about topics including, but not limited to, climate change disclosure, lobbying and political campaign contributions, gender pay equity and employment diversity. According to a recent Equilar study, at least 200 ESG shareholder proposals were voted on each year from 2015 to 2017, combining for a total of […]
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Posted in Accounting & Disclosure, Boards of Directors, Institutional Investors, Practitioner Publications
Tagged Board composition, Boards of Directors, Disclosure, Diversity, ESG, Institutional Investors, Shareholder proposals, Shareholder voting
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