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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
Weekly Roundup: July 20-26, 2018
Awaiting Supreme Court Clarification on Fraudulent Scheme Claims Posted by Daphne Morduchowitz, Vincent A. Sama and Veronica E. Callahan, Arnold & Porter Kaye Scholer LLP, on Friday, July 20, 2018 Tags: Janus Capital v. Traders, Liability standards, Rule 10b-5, SEC enforcement, Securities enforcement, Securities fraud, Securities litigation, Shareholder suits, Supreme Court The Board’s Role in Corporate Social Purpose Posted by Amy Silverstein, Debbie McCormack, and […]
Click here to read the complete postAnalysis and Recommendations on Shareholder Proposal Decision-Making under the SEC No-Action Process
The shareholder proposal process, administered by the Securities and Exchange Commission (SEC) under Rule 14a-8, is a pillar of modern corporate governance. The Shareholder Rights Group is a coalition of investors protecting shareholders’ rights to engage with public companies through shareholder proposals. Our analysis submitted to the SEC on July 2, 2018 concludes that certain […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, No-action letters, Proxy access, Proxy season, Proxy voting, Rule 14a-8, SEC, Shareholder proposals, Shareholder rights, Shareholder voting
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2018 Proxy Season Review
The complete publication (available here) summarizes significant developments relating to the 2018 U.S. annual meeting proxy season, including: Rule 14a-8 Shareholder Proposals Environmental/social/political proposals gain traction. Although shareholders submitted a consistent level of environmental/social/political (“ESP”) proposals as a percentage of all shareholder proposals submitted, there was a significant increase in the percentage withdrawn (for the […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Executive Compensation, Institutional Investors, ISS, No-action letters, Proxy advisors, Proxy season, Rule 14a-8, Say on pay, Shareholder proposals, Shareholder voting
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SEC Enforcement for Social Media Violation
On July 10, 2018, the Securities and Exchange Commission (the “SEC”) announced five settlements (the “Advertising Rule Settlements”) in connection with violations of Section 206(4) of the Investment Advisers Act of 1940 (the “Advisers Act”) and Rule 206(4)-1(a)(1) thereunder. Each of the Advertising Rule Settlements involves the improper use of testimonials on social media. Section […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Investment advisers, Investment Advisers Act, SEC, SEC enforcement, Securities enforcement, Securities regulation, Settlements, Social media
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Enhancing Director Performance and Impact
Boards are increasingly seeking to diversify their membership and draw on expertise from a wider variety of sources. As a result, they find themselves with an exceptional number of new—and often first-time—directors. While the need to acclimate new directors may occur only sporadically, getting it right can be essential to the effectiveness of a board. […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged Accountability, Board dynamics, Board monitoring, Board performance, Boards of Directors
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Bank Resolution and the Structure of Global Banks
How should prudential regulators deal with global banks that are too big to fail? Many see bank resolution as the key element in dealing with this challenge. The main idea is that global systemically important banks (G-SIBs) are required to issue a sufficient amount of “total loss absorbing capital” (TLAC) in the form of subordinated […]
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Posted in Academic Research, Banking & Financial Institutions, Bankruptcy & Financial Distress, Financial Crisis, Financial Regulation
Tagged Bankruptcy, Banks, Cross-border transactions, Financial crisis, Financial institutions, Foreign banks, G-SIB, Recovery & resolution plans, SIFIs, Systemic risk, Too big to fail
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Development in Insider Trading Liability
On June 25, 2018, a divided panel of the U.S. Court of Appeals for the Second Circuit issued an amended decision in United States v. Martoma. In its initial decision, the Second Circuit expressly overturned a key requirement for insider trading liability set out by its previous decision in United States v. Newman. Under Newman, […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Insider trading, Liability standards, SEC enforcement, Securities enforcement, U.S. federal courts
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Corporate Disobedience
From Uber to “legalized” marijuana businesses, examples of companies pushing or even transgressing legal boundaries are ubiquitous. Corporate law takes a dim view of law breaking, enabling the chartering of corporations only for a lawful purpose and denying business judgment rule protection for knowing violations of the law. The legal literature has not been as […]
Click here to read the complete postShareholder Rejection of Chair-CEO Separation
Since the introduction of Say on Pay, shareholders have maintained a larger degree of influence over CEO compensation. The ability to vote in an advisory capacity on CEO compensation strengthened the voice of shareholders. However, a particularly interesting case arises when the CEO occupies the position of the chair of the board. Potentially, this could […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications
Tagged Board independence, Boards of Directors, Lead directors, Management, Shareholder proposals, Shareholder voting
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