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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
Statement by Chair Gensler on Proposal on SPACs, Shell Companies, and Projections
Today [March 30, 2022], the Commission is considering a proposal to strengthen investor protections in special purpose acquisition companies (SPACs). I am pleased to support this proposal because, if adopted, it would strengthen disclosure, marketing standards, and gatekeeper and issuer obligations by market participants in SPACs, helping ensure that investors in these vehicles get protections […]
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Posted in Mergers & Acquisitions, Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Capital formation, Investor protection, IPOs, LLCs, Mergers & acquisitions, SEC, Securities regulation, SPACs, Special purpose vehicles
1 Comment
The COVID-19 Pandemic’s Fleeting and Lasting Impact on Executive Compensation
The 2021 proxy season was dominated by COVID-19. Close to half of Standard & Poor (S&P) 500 companies took some type of COVID-19-related action in 2020, including base salary reductions, modifications to incentive plan targets, and the grant of special awards. Despite the significant upheaval in compensation, financial results, and stock price performance during 2020, […]
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Posted in Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged COVID-19, Executive Compensation, Incentives, Institutional Investors, Management, Proxy advisors, Proxy season, Say on pay, Shareholder voting
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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
1 Comment
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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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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