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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
Deregulation and Board Policies: Evidence from Performance Measures Used in Bank CEO Turnover Decisions
The banking industry has undergone substantial changes since the late 1970s, largely due to deregulation and rapid market developments. Over that period, banks’ growth opportunities expanded, and banks entered new markets, both geographic and product. Motivated by the 2008 financial crisis, researchers and policymakers have shown a renewed interest in corporate governance in the banking […]
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Posted in Academic Research, Banking & Financial Institutions, Empirical Research, Financial Crisis, Financial Regulation
Tagged Bank boards, Banks, Boards of Directors, Deregulation, Executive turnover, Financial crisis, Financial institutions, Financial regulation, Incentives, Management, Risk, Succession
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SEC Releases Final Rules Regarding Pay-Versus-Performance (PVP) Disclosures
Executive Summary The Securities and Exchange Commission (SEC) released its final version of the rules mandated by Dodd-Frank regarding the disclosure of pay versus performance (PVP) on August 25, 2022. Initial rules were proposed in 2015, and follow-up proposals and invitations for comment were extended in late 2021 and early 2022 by the SEC. The […]
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Posted in Accounting & Disclosure, Executive Compensation, Practitioner Publications, Securities Regulation
Tagged Compensation disclosure, Dodd-Frank Act, Equity-based compensation, Executive Compensation, Incentives, Pay for performance, SEC, SEC rulemaking, Securities regulation, TSR
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2022 Proxy Season Review: Say-on-Pay and Equity Compensation Plan Voting
Introduction The data on say-on-pay negative recommendations derives from ISS publications and SEC disclosure summarizing the rationales with respect to the negative recommendations issued by ISS at annual meetings of Russell 3000 and S&P 500 companies through June 30, 2022. We estimate that around 90% of U.S. public companies held their 2022 annual meetings by […]
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Posted in Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Executive Compensation, Incentives, Institutional Investors, Institutional Shareholder Services Inc., Pay for performance, Proxy advisors, Say on pay, Shareholder voting
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Proposed Additional Amendments to Form PF
On August 10, 2022, the Securities and Exchange Commission (“SEC”) and Commodity Futures Trading Commission (“CFTC”) proposed additional amendments (the “Proposed Amendments”) to Form PF, the periodic report filed by registered investment advisers that manage private funds. The Proposed Amendments significantly expand the scope of information to be reported by private fund advisers and would, […]
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Posted in Accounting & Disclosure, Institutional Investors, Practitioner Publications, Private Equity, Securities Regulation
Tagged Cryptocurrency, Disclosure, Form PF, Hedge funds, Institutional Investors, Private equity, Private funds, Securities regulation, Stablecoins
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State Legislation Targets Company Policies on ESG
Over the past several years of political discord, many CEOs have felt the need to voice their views on important political, environmental and social issues. For example, after the murder of George Floyd and resulting national protests, many of the country’s largest corporations expressed solidarity and pledged support for racial justice. After January 6, a number […]
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Posted in Accounting & Disclosure, ESG, Practitioner Publications
Tagged Climate change, Diversity, Environmental disclosure, ESG, Institutional Investors, Reputation, Stakeholders, State law, Sustainability
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Quarterly Activist Ownership Analysis
This post outlines the major trends occurring globally amongst activist investors’ portfolios. Using a proprietary model quantifying criteria such as reputation, number of campaigns/outcomes, tactics/focus, board seats won, and recency of engagements we have produced the Morrow Sodali Top 40 Activists (MS40) list narrowed down from the pool of global investors. The MS40 is compiled […]
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Posted in Corporate Elections & Voting, International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications
Tagged Institutional Investors, International governance, Mergers & acquisitions, Private equity, Shareholder activism, Shareholder voting, SPACs, Universal proxy ballots
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BlackRock Voting Spotlight—A Look Into the 2021-2022 Proxy Voting Year
Consistent with BlackRock’s fiduciary duty as an asset manager, BIS’ purpose is to support companies in their efforts to deliver long-term durable financial performance on behalf of our clients. These clients include public and private pension plans, governments, insurance companies, endowments, universities, charities and, ultimately, individual investors, among others. BIS serves as an important link […]
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Posted in Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications
Tagged Climate change, ESG, Index funds, Institutional Investors, Proxy voting, Shareholder proposals, Stewardship, Sustainability
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The Politics of Values-Based Investing
Senate Republicans are introducing legislation directing retirement plan sponsors to select investments solely based on monetary factors, an extension of the position adopted by the Trump Administration Department of Labor. The sponsors to the legislation defend it by arguing that retirement accounts should be off limits to politics. The debate stems from the increasing criticism […]
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Posted in Academic Research, ESG, Institutional Investors
Tagged Climate change, Diversity, ESG, Institutional Investors, Mutual funds, Sustainability
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Glass Lewis Comment Letter to the SEC on Enhanced Disclosure of ESG Issues
This post is based on a comment letter submitted to the SEC regarding the Proposed SEC Climate Disclosure Rule by Glass, Lewis & Co. Below is the text of the letter with minor adjustments to eliminate the correspondence-related parts. Founded in 2003, Glass Lewis is a leading independent proxy advisor. Glass Lewis serves more than […]
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