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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
Post-Pandemic? What to Look For in the 2022 Proxy Season
The wrenching Covid-19 pandemic is far from over, but investors will see something of a return to business as usual in the 2022 proxy season. Last year, most companies refrained from split performance years, discretionary awards, liquidity-focused metrics, and other pandemic-induced responses of 2020. This proxy season will revert toward the pre-pandemic focus on financial […]
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Posted in Corporate Elections & Voting, ESG, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged COVID-19, ESG, Executive Compensation, Human capital, Institutional Investors, Proxy advisors, Proxy season, Proxy voting, Say on pay, Shareholder voting
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2022 Proxy Season and Shareholder Voting Trends
Introduction The 2021 proxy season was unprecedented, with record support for shareholder proposals on environmental and social (E&S) issues, growing opposition to director elections, and significant support for governance proposals, especially at midsized and smaller companies. The season was unpredictable as well. Not only did institutional investors move faster than ever before to implement their […]
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Posted in Boards of Directors, Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Climate change, Diversity, Environmental disclosure, ESG, Human capital, Institutional Investors, Proxy voting, Shareholder proposals, Shareholder voting, Sustainability
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The SEC’s Short-Sale Experiment: Evidence on Causal Channels and on the Importance of Specification Choice in Randomized and Natural Experiments
In July 2004, the SEC announced a randomized experiment to study the effects of short-sale restrictions on securities markets. The experiment was announced as part of the short-sale regulations in Regulation SHO. In the experiment, the SEC suspended short-sale restrictions (price tests) for one-third of the firms (“pilot” firms) in the Russell 3000 Index (R3000), […]
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Posted in Academic Research, Empirical Research, Securities Regulation
Tagged Market efficiency, Regulation SHO, SEC, Securities regulation, Short sales
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Proxy Season 2022: Early Trends in Executive Compensation
The 2022 proxy season is now in full swing. Over the next two months, thousands of U.S. public companies will file proxy statements highlighting trends pertaining to their governance practices, including those related to executive compensation. In this post, Equilar examines a sample of early DEF14A proxy filings from Equilar 500 companies—the 500 largest U.S. […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Compensation disclosure, Compensation ratios, COVID-19, Diversity, ESG, Executive Compensation, Institutional Investors, Proxy season, Shareholder voting
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SPAC Disclosure of Net Cash Per Share: A Proposal for the SEC
In earlier posts on this blog here and here, we have summarized our research findings regarding the extent to which SPACs have dissipated substantial amounts of cash underlying their publicly held shares by the time they enter into a “deSPAC” merger. We further found that a SPAC’s pre-merger net cash per share is highly correlated […]
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Posted in Academic Research, Accounting & Disclosure, Mergers & Acquisitions, Securities Regulation
Tagged Accounting, Financial reporting, IPOs, Mergers & acquisitions, SEC, SEC rulemaking, Securities regulation, SPACs, Special purpose vehicles
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BlackRock’s 2022 Engagement Priorities
Engagement Priority* Key Performance Indicators (KPIs) Board quality and effectiveness Quality leadership is essential to performance. Board composition, effectiveness, diversity, and accountability remain top priorities Board effectiveness—A core component of BIS’ work to advance our clients’ economic interests is direct engagement with a board member, so that we can provide direct feedback from our perspective […]
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Posted in Accounting & Disclosure, ESG, Institutional Investors, Practitioner Publications
Tagged Climate change, Engagement, ESG, Human capital, Incentives, Index funds, Institutional Investors, Performance measures, Risk disclosure, Sustainability
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Beyond the Target: M&A Decisions and Rival Ownership
There has been a long-standing question on why U.S. shareholders remain largely inactive in standing up against acquisitions that destroy shareholder wealth. Although not all acquisitions require the voting approval of shareholders, large shareholders can still exert their influence through other means such as the threat of exit or behind-the-scenes interventions. However, in our recently […]
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Posted in Academic Research, Corporate Elections & Voting, Institutional Investors, Mergers & Acquisitions
Tagged Common ownership, Institutional Investors, Mergers & acquisitions, Peer groups, Shareholder value, Shareholder voting
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Board Oversight of ESG: Preparing for the 2022 Proxy Season and Beyond
Last year’s proxy season saw investor support for an unprecedented number of ESG proposals, on issues ranging from climate change to human capital management to diversity, equity and inclusion. Proxy advisory firms increasingly recommended that shareholders vote for such proposals. We also saw the emergence of ESG-driven withhold campaigns targeting individual directors. This upcoming 2022 […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Climate change, Environmental disclosure, ESG, Institutional Investors, Materiality, SEC, SEC rulemaking, Shareholder voting, Stakeholders, Sustainability
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SEC Comment Letter on Share Repurchase Disclosure Modernization
Introduction and Background Pay Governance recently submitted a comment letter to the U.S. Securities and Exchange Commission (SEC) on its proposed rules to modernize the disclosure of share repurchases. As background, the SEC is proposing companies furnish a new form (Form SR) containing detailed information on daily share repurchases no later than one business day […]
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