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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 Christine Davine
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Corporate Governance Oversight and Proxy Advisory Firms
The Securities and Exchange Commission requires that investment management funds submit proxy votes for all companies in which they own shares. Because of the vast number of stocks held by the typical institutional investor, hedge fund, or mutual fund, most of these investors draw on the research of a proxy advisory firm, which provides them […]
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Posted in Academic Research, Corporate Elections & Voting, Financial Regulation, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Agency costs, Conflicts of interest, Dodd-Frank Act, Financial regulation, Glass Lewis, Institutional Investors, ISS, Proxy advisors, Proxy voting, Retail investors, Shareholder activism, Shareholder proposals, Transparency
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Corporate Law Should Embrace Putting Workers On Boards: The Evidence Is Behind Them
When the Dean of Harvard Law, Robert Clark, wrote his classic text on Corporate Law in 1986, he said that if you only wanted to grasp the basics, “you must, at the very least, also gain a working knowledge of labor law.” That neglected truth might become much more significant soon, because a growing number […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Institutional Investors, International Corporate Governance & Regulation
Tagged Asset management, Boards of Directors, Institutional Investors, International governance, Labor markets, Mutual funds, Pension funds, Shareholder primacy, Stakeholders
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Limiting the Reach of the FCPA
On August 24, 2018, in a rare, 73-page decision interpreting the Foreign Corrupt Practices Act (“FCPA”), the Second Circuit in United States v. Hoskins largely rejected a Department of Justice (“DOJ”) interlocutory appeal and limited the FCPA’s reach, holding that foreign nationals who cannot be convicted as principals under the FCPA also cannot be held […]
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Posted in Accounting & Disclosure, Court Cases, International Corporate Governance & Regulation, Practitioner Publications
Tagged Anti-corruption, DOJ, Extraterritoriality, FCPA, Foreign firms, International governance, Jurisdiction, U.S. federal courts
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Streamlined SEC Disclosure Requirements
This post provides an overview of changes to existing disclosure requirements recently adopted by the Securities and Exchange Commission (the “Commission”). On August 17, 2018, the Commission adopted several dozen amendments (available here) to existing disclosure requirements to “simplify compliance without significantly altering the total mix of information” (the “Final Rules”). In Release No. 33-10532, […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation
Tagged Accounting, Accounting standards, Compliance and disclosure interpretation, Disclosure, Dividends, FAST Act, Regulation S-K, SEC, SEC rulemaking, Securities regulation
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Remarks to the SEC Investor Advisory Committee
Thank you, Anne (Sheehan). Good morning everyone. I want to welcome, or should I say welcome back, Commissioner Elad Roisman. This is Commissioner Roisman’s first Investor Advisory Committee meeting. Elad was confirmed just last week and he joins us as the 98th Commissioner of the SEC. We met many years ago when Elad first worked […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Regulators Materials
Tagged Boards of Directors, Index funds, Institutional Investors, Investor protection, Proxy voting, SEC, Securities regulation, Shareholder voting
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Statement on Shareholder Voting
Today [September 14, 2018], the Office of the Chairman and the Division of Investment Management suddenly raised questions about long-resolved issues regarding shareholder voting. Because the Investor Advisory Committee’s critical work in this area is ongoing, it’s important to clarify the path ahead for those interested in giving shareholders real access to the levers of […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Boards of Directors, Institutional Investors, Proxy advisors, Retail investors, SEC, Securities regulation, Shareholder voting
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SEC No-Action Letters Related to Proxy Advisory Firms
You may recall that, in July, SEC Chair Jay Clayton announced that the SEC will be holding a Roundtable to discuss the proxy process, currently expected to be held in November. (See this PubCo post.) Among the potential topics identified was the role of proxy advisory firms and the question of whether investment advisers and […]
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Posted in Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Institutional Investors, Investment advisers, No-action letters, Proxy advisors, SEC, Securities regulation, Shareholder voting
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Would a Shift to Semiannual Reporting Really Affect Short-Termism?
You remember, of course, that last month, the president, on his way out of town for the weekend, tossed out to reporters the idea of eliminating quarterly reporting. (See this PubCo post.) The argument is that the change would not only help to deter “short-termism,” it would also save all public companies substantial time and money. […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation
Tagged Accounting, Disclosure, Donald Trump, Earnings disclosure, Financial reporting, Form 10-K, Long-Term value, Regulation S-K, Reporting regulation, SEC, Securities regulation, Short-termism
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CEO Pay Trends
With Say on Pay now a regular part of the executive compensation landscape, companies have a clear understanding of how shareholders view chief executive pay. Since the implementation of Say on Pay in accordance with the enactment of Dodd-Frank, over three-fourths of large-cap companies have received at least 90% of shareholder approval, while chief executive officer […]
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Posted in Accounting & Disclosure, Executive Compensation, Practitioner Publications
Tagged Equity-based compensation, Executive Compensation, Firm performance, Incentives, Long-Term value, Management, Pay for performance, Performance measures, Say on pay
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Weekly Roundup: September 7–13, 2018
Potential Reform to the Federal Reserve Board’s “Control Rules” Posted by Arthur Long and James Springer, Gibson, Dunn & Crutcher LLP, on Friday, September 7, 2018 Tags: Bank boards, Bank Holding Company Act, Banks, Boards of Directors, Change in control, Director nominations, Dodd-Frank Act, Federal Reserve, Financial institutions, Financial regulation, Securities regulation, Shareholder voting, Volcker Rule IRS Guidance on Section 162(m) Posted by Arthur Kohn, Michael Albano, and Julia […]
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