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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 Announcing SEC Staff Roundtable on the Proxy Process
Shareholder engagement is a hallmark of our public capital markets, and the proxy process is a fundamental component of that engagement. In 2010, the Commission issued a concept release seeking public comment on whether the U.S. proxy system as a whole operates with the accuracy, reliability, transparency, accountability, and integrity that shareholders and companies should […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications, Regulators Materials, Securities Regulation
Tagged Boards of Directors, Proxy advisors, Proxy voting, Securities regulation, Shareholder proposals, Shareholder voting, Transparency
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What’s in a Name? Regulation Best Interest v. Fiduciary
Thank you for that kind introduction. I am excited to be with a group of people who play such a vital role in helping to provide peace of mind to workers planning for and heading into retirement. The Commission also has a role to play in helping to enhance retirement security for Americans. I want […]
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Posted in Practitioner Publications, Securities Regulation, Speeches & Testimony
Tagged Broker-dealers, Conflicts of interest, Duty of care, Duty of loyalty, Fiduciary duties, FINRA, Form ADV, Form CRS, Governance standards, Investment advisers, Investor protection, Retail investors, SEC, Securities regulation
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The Evolution of Corporate Cash
The large increase in corporate cash balances in recent years has garnered much attention in both the academic literature and popular press. Several explanations for this apparent shift in corporate policies have been proposed, including increased riskiness of corporate cash flows, a change in the nature of firms’ assets or the nature of firms going […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research
Tagged Capital allocation, Cash flows, Cash reserves, IPOs, Liquidity
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Information Rights of Conflicted Directors
The Delaware Court of Chancery recently addressed important issues concerning the information rights of directors designated by a significant stockholder, as well as a board committee’s ability to withhold information from certain directors. These types of issues frequently arise in practice when there are competing factions of directors or other types of governance disputes within […]
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Posted in Accounting & Disclosure, Boards of Directors, Court Cases, Practitioner Publications
Tagged Board communication, Boards of Directors, Controlling shareholders, Delaware cases, Delaware law, Disclosure, In re CBS, Information environment, Minority shareholders, Shareholder suits
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Review of Shareholder Activism: 1H 2018
Key Observations on the Activist Environment in 1H 2018 1. New campaigns initiated and capital deployed by activists reached record levels in 1H 2018 1Q 2018 and 2Q 2018 were the two most active quarters ever, resulting in a record 145 new campaigns launched against 136 companies in 1H 2018 Elliott’s 17 new campaigns in […]
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Posted in Boards of Directors, Corporate Elections & Voting, International Corporate Governance & Regulation, Practitioner Publications
Tagged Boards of Directors, Engagement, Europe, International governance, Mergers & acquisitions, Shareholder activism, Shareholder nominations, Shareholder voting
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Lorenzo v. SEC: Will the Supreme Court Further Curtail Rule 10b-5?
Last month, the Supreme Court granted a writ of certiorari in Lorenzo v. SEC, a case where Francis Lorenzo, a registered representative of a broker-dealer, allegedly emailed false and misleading statements to investors that were originally drafted by his boss. After administrative and Commission findings of liability, a divided panel of the D.C. Circuit determined that, […]
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Posted in Banking & Financial Institutions, Court Cases, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Broker-dealers, Exchange Act, Investment banking, Janus Capital v. Traders, Liability standards, Rule 10b-5, SEC, Section 10(b), Securities fraud, Securities regulation, Supreme Court, U.S. federal courts
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The Limits of “The Corwin Effect”
In Morrison v. Berry, the Delaware Supreme Court reversed the Court of Chancery’s dismissal of M&A litigation under Corwin v. KKR Financial Holdings LLC. As in Appel v. Berkman, the Supreme Court held that Corwin did not apply because of the target’s failure to disclose all material facts to stockholders. The decision reiterates that Delaware […]
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Posted in Accounting & Disclosure, Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Corwin, Delaware cases, Delaware law, Disclosure, Fairness review, Materiality, Merger litigation, Mergers & acquisitions, Shareholder suits
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Effects of Executive Pay Levels on Say on Pay
CEO pay gets most of the attention for the Say on Pay vote. It’s less clear how shareholders interpret and evaluate pay levels for the other named executive officers excluding the CEO (“NEOs”) and to what degree these values impact Say on Pay outcomes. We looked at S&P 500 Say on Pay results from the […]
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Posted in Corporate Elections & Voting, Executive Compensation, Practitioner Publications
Tagged Executive Compensation, Management, Pay for performance, Proxy advisors, Say on pay, Shareholder voting
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Proposed Amendments to Whistleblower Rules
In 2011, pursuant to authority granted under the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Securities and Exchange Commission (SEC or Commission) adopted rules implementing the whistleblower provisions of Section 21F of the Securities Exchange Act of 1934 (the Whistleblower Program). The Whistleblower Program allows the Commission to provide monetary rewards to whistleblowers […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Dodd-Frank Act, Misconduct, Oversight, SEC, Securities regulation, Whistleblowers
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Gender Diversity and Board Quotas
California has made headlines this summer with legislative action toward instituting gender quotas for boards of directors of public companies headquartered in the state. The legislation has passed the state senate; to be enacted, it must be passed by the California state assembly and signed by the governor. In 2013, California became the first state […]
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Posted in Boards of Directors, Legislative & Regulatory Developments, Practitioner Publications
Tagged Board composition, Board dynamics, Board performance, Boards of Directors, California, Director qualifications, Diversity, Jurisdiction, Overboarding, Public firms, Shareholder value, State law
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