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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
The Search for Meaningful Director Compensation Limits
Total pay for non-employee directors continues to grow at a modest but steady rate, driven by increases to the annual cash retainer and the value of annual equity grants. Not all aspects of director compensation and corporate governance remain predictable, however. Annual compensation for directors continues to be a hot topic for shareholders and boards […]
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Posted in Boards of Directors, Executive Compensation, Practitioner Publications
Tagged Board leadership, Boards of Directors, Compensation committees, Director compensation, Director tenure, Long-Term value, Outside directors, Ownership structure, Pay for performance, Say on pay, Shareholder suits
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Complementary Macroprudential Regulation of Nonbank Entities and Activities
The 2008 financial crisis demonstrated unequivocally that nonbank financial firms such as investment banks and insurance companies can threaten the global economy. After the crisis, Congress created the Financial Stability Oversight Council (FSOC) to address emerging forms of nonbank systemic risk. Congress gave FSOC two powers to achieve this objective. The first, dubbed an entity-based […]
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Posted in Academic Research, Financial Crisis, Financial Regulation
Tagged Financial crisis, Financial institutions, Financial regulation, FSOC, Prudence, Risk, SIFIs, Systemic risk
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The Legality of Mandatory Arbitration Bylaws
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. In April 2018, SEC Chair Jay Clayton said that resolving this knotty issue is not a priority for the Commission, but the Supreme Court’s […]
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Posted in Comparative Corporate Governance & Regulation, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Arbitration, Capital formation, Charter & bylaws, Class actions, IPOs, SEC, Securities litigation, Securities regulation, Shareholder rights, Shareholder suits
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Citizens United as Bad Corporate Law
In our paper Citizens United as Bad Corporate Law, we show that Citizens United v. FEC, arguably the most important First Amendment case of the new millennium, is predicated on a fundamental misconception about the nature of the corporation. Specifically, Citizens United v. FEC (558 U.S. 310 (2010), which prohibited the government from restricting independent expenditures […]
Click here to read the complete postA Proposed Alternative to Corporate Governance and the Theory of Shareholder Primacy
On August 15, 2018, U.S. Senator Elizabeth Warren of Massachusetts introduced proposed legislation, the Accountable Capitalism Act, in the U.S. Senate. The legislation would require all U.S. corporations with $1 billion or more in annual revenues to obtain a federal charter as a “United States corporation” and would obligate corporate directors to consider the interests […]
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Posted in Boards of Directors, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Accountable Capitalism Act, Boards of Directors, Corporate forms, Incorporations, Political spending, Repurchases, Securities regulation, Shareholder primacy, Shareholder value, Short-termism, Stakeholders, State law
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State Law Implementation of The New Paradigm
With the (1) embrace of corporate purpose, ESG, and long-term investment strategy by BlackRock, State Street and Vanguard, (2) adoption and promotion by the World Economic Forum of The New Paradigm: A Roadmap for an Implicit Corporate Governance Partnership Between Corporations and Investors to Achieve Sustainable Long-Term Investment and Growth, (3) enactment of a benefit […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Practitioner Publications, Securities Regulation
Tagged Accountability, Boards of Directors, Incorporations, Shareholder activism, Shareholder primacy, Staggered boards, Stakeholders, State law
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Engaging with Rakhi Kumar of State Street Global Advisors
Andrew Letts: Rakhi, thank you for taking the time to speak with us. Many of the people who will read this will be familiar with your team’s work. We’re hoping to take a deeper dive into how the investment stewardship team evaluates companies and the approaches you take. To start off, let’s go back a […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Engagement, Environmental disclosure, ESG, Institutional Investors, Long-Term value, Proxy advisors, Risk oversight, SASB, Shareholder activism, Shareholder voting, Stewardship, Sustainability
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Non-Shareholder Voice in Bank Governance: Board Composition, Performance and Liability
In the welter of financial sector reforms which followed the financial crisis—enhanced capital and liquidity rules, resolution mechanisms based on bail-in debt, new macro-prudential powers for regulators—the governance of banks received only non-star billing. In one sense this was surprising since the empirical data showed that banks with the “best” corporate governance, assessed on the […]
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Posted in Academic Research, Banking & Financial Institutions, Boards of Directors
Tagged Bank boards, Banks, Boards of Directors, Financial crisis, Financial institutions, Financial regulation, Systemic risk
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Volcker Rule 2.0: A Significant but Unfinished Proposal
The federal agencies responsible for implementing the Volcker Rule—the Board of Governors of the Federal Reserve System (FRB), the Office of the Comptroller of the Currency (OCC), the Federal Deposit Insurance Corporation (FDIC), the Securities and Exchange Commission (SEC) and the Commodity Futures Trading Commission (CFTC)—recently proposed significant changes to the final rule that they […]
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Posted in Banking & Financial Institutions, Financial Regulation, Practitioner Publications
Tagged Banks, CFTC, Dodd-Frank Act, FDIC, Federal Reserve, Financial institutions, Financial regulation, Hedging, OCC, Proprietary trading, SEC, Underwriting, Volcker Rule
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Will Warren’s Accountable Capitalism Act Help? The Answer is No.
U.S. Sen. Elizabeth Warren has proposed legislation that would require all companies with more than $1 billion in annual revenue to secure a charter from a newly established Office of United States Corporations. It’s hard to think of a sillier idea. I don’t disagree with her proposition that we “need to end the harmful corporate […]
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Posted in Accounting & Disclosure, Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Social Responsibility, Practitioner Publications, Securities Regulation
Tagged Accountable Capitalism Act, Benefit corporation, Charter & bylaws, Corporate Social Responsibility, ESG, Incorporations, Long-Term value, Repurchases, Securities regulation, Shareholder primacy, Stakeholders
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