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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
Confronting a New Agency Problem
2016 Nobel Laureate Oliver Hart and Professor Luigi Zingales have recently published an article justifying companies’ pursuit of social objectives at the expense of profits from within the shareholder primacy framework. They argue that in cases in which shareholders have social preferences besides maximization of profits, the maximization of their welfare requires managers and the directors […]
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Posted in Academic Research, Accounting & Disclosure, Corporate Elections & Voting, Corporate Social Responsibility
Tagged Corporate Social Responsibility, Diversity, Engagement, Environmental disclosure, ESG, Shareholder power, Shareholder proposals, Shareholder voting
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Weekly Roundup: September 14-20, 2018
CEO Pay Trends Posted by Alex Knowlton, Equilar Inc., on Friday, September 14, 2018 Tags: Equity-based compensation, Executive Compensation, Firm performance, Incentives, Long-Term value, Management, Pay for performance, Performance measures, Say on pay Would a Shift to Semiannual Reporting Really Affect Short-Termism? Posted by Cydney Posner, Cooley LLP, on Friday, September 14, 2018 Tags: Accounting, Disclosure, Donald Trump, Earnings disclosure, Financial reporting, Form 10-K, Long-Term value, Regulation S-K, Reporting regulation, SEC, Securities regulation, Short-termism SEC No-Action Letters Related […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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Unfair Exchange: The State of America’s Stock Markets
Thank you so much, J.W. [Verret] and Ty [Gellasch], for that incredibly kind introduction. It’s a real honor to be here with you both today at George Mason, talking about the only issue you two have ever agreed on. Literally. They say that politics makes for strange bedfellows, and, for reasons that will soon become […]
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Posted in Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Conflicts of interest, Equity securities, Information asymmetries, Information environment, Investor protection, Market efficiency, Oversight, Retail investors, SEC, Securities regulation, Transparency
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Expulsion of LLC Member
On August 13, 2018, Vice Chancellor Travis Laster of the Delaware Court of Chancery ordered Domain Associates, LLC (“Plaintiffs,” “Domain,” or the “Firm”), a venture capital firm, to pay its former member, Nimesh Shah (“Defendant” or “Shah”), the fair value of his 12.1% member interest as of the date he was forced to withdraw from […]
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Posted in Court Cases, Practitioner Publications
Tagged Contracts, Corporate forms, Delaware cases, Delaware law, LLCs, State law, Venture capital firms
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The Law and Economics of Environmental, Social, and Governance Investing by a Fiduciary
Trustees and other fiduciary investment managers are under increasing pressure to consider environmental, social, and governance (“ESG”) factors in their investment decisions. For example, some charitable endowment managers, including those at Harvard and Stanford, face demands to divest from fossil fuel companies. Trustees and other fiduciaries of private trusts and pension funds face similar pressures […]
Click here to read the complete postPrivate Equity and Blockchain: New Infrastructure or New Asset Class?
Growth in applications for blockchain and tokenisation, combined with an increasing number of initial coin offerings (ICOs), mean that buyout firms should note developments in this sector. Why Should PE Be Interested in Blockchain? A shared blockchain ledger could drive a single interface between a PE fund and its investors, increasing transparency and efficiency, providing real-time […]
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Posted in Practitioner Publications, Private Equity, Securities Regulation
Tagged Blockchain, Cost of capital, Cryptocurrency, Equity offerings, Financial technology, ICOs, Private equity, Securities regulation
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Glass Lewis Response To SEC Statement Regarding Staff Proxy Advisory Letters
The proxy advisor no-action letters, issued in 2004 to Egan-Jones and ISS, described the duty of investment advisers to ensure their proxy advisor(s) have the capacity and competency to adequately analyze proxy issues. While the SEC withdrew these no-action letters yesterday, the law in this area has not changed. Indeed, it has always been the […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Institutional Investors, Investment advisers, No-action letters, Proxy advisors, Proxy voting, Rule 14a-2, SEC, Securities regulation, Shareholder voting, SLB 20
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Growth in CEO Pay Since 1990
The following chart sets forth CEO pay at large U.S. companies for 1990, 2000, 2010 and 2016. In addition, the chart projects CEO pay for 2020. Median CEO Pay at Large U.S. Companies Year $ Millions Change from 1990 1990 $2.2 0% 2000 $9.4 317% 2010 $9.9 341% 2016 $12.1 438% 2020 (Projected) $13.8 514% […]
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Posted in Accounting & Disclosure, Executive Compensation, Practitioner Publications
Tagged Compensation disclosure, Equity-based compensation, Executive Compensation, Executive turnover, Firm performance, Incentives, Management, Pay for performance, Stock performance
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The Universal Proxy Gains Traction: Lessons from the 2018 Proxy Season
Despite recent reports that it has been shelved as an item on the SEC’s agenda, the universal proxy card, which makes it easier for shareholders to pick-and-choose from a combination of management and dissident nominees in a proxy contest, found new life this year as it was used for the first time in a proxy […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Private ordering, Proxy voting, SEC, Securities regulation, Shareholder activism, Shareholder voting, Universal proxy ballots
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SEC No-Action Letters on Investment Adviser Responsibilities in Voting Client Proxies and Use of Proxy Voting Firms
As reported in our prior Client Alert, the Securities and Exchange Commission (“SEC”) issued a statement in July announcing that it will host a roundtable regarding the U.S. proxy process. The roundtable, expected to be held in November, will give the SEC an opportunity to discuss with market participants various topics, including the hotly debated role […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Conflicts of interest, Institutional Investors, Investment advisers, ISS, No-action letters, Proxy advisors, Proxy voting, SEC, Securities regulation, Shareholder voting
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