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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
Reforming Director’s Long-Term Duties in the EU
The European Commission has taken up the debate on the obligations of company directors and will be analysing if they should be clarified at an EU level. This commitment is included in their Action Plan on Sustainable Finance aimed at transforming Europe’s economy and financial system into a sustainable one. The Commission seeks to attenuate […]
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Posted in Boards of Directors, Corporate Social Responsibility, International Corporate Governance & Regulation, Practitioner Publications
Tagged Boards of Directors, Corporate Social Responsibility, Environmental disclosure, ESG, EU, Europe, International governance, Long-Term value, Sustainability
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Proxy Access Proposals
In our fourth annual review of proxy access practices, we explore recent developments relating to adopt” and “fix-it” shareholder proposals, headline and key second-tier terms and amendments to adopted by-laws. Proxy Access—The March Forward Continues but at a Slower Pace The proxy access adoption trend continued in 2018, although at a more modest pace. An additional 53 […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Advanced notice, Boards of Directors, Charter & bylaws, Institutional Investors, Proxy access, Proxy voting, Shareholder nominations, Shareholder proposals, Shareholder rights, Shareholder voting, Surveys
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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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