Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation

Informed Trading and Cybersecurity Breaches

A key pillar of the digital economy—the ease of accessing/copying/distribution at large scale—is frequently also its Achilles Heel, in the form of cybersecurity risk. The massive and cataclysmic data breach of Equifax in September 2017, compromising highly confidential information of tens of millions of clients (including Social Security numbers), is hardly the first of its […]

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Corporate Governance Update: Boards, Sexual Harassment, and Gender Diversity

In light of recent events, corporate directors may consider adding an item to the agenda for their next board meeting: the issue of potential sexual misconduct at the company. A recent study indicates that the topic would be new for most public company boards, notwithstanding the fact that it relates to key elements of board-level […]

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Weekly Roundup: January 19–25, 2018

The Significance for Boards and Managements of the JANA/CalSTRs Letter to Apple Posted by Ethan A. Klingsberg, Cleary Gottlieb Steen & Hamilton LLP, on Friday, January 19, 2018 Tags: Boards of Directors, CalSTRS, Corporate Social Responsibility, ESG, Hedge funds, Institutional Investors, Pension funds, Shareholder activism, Shareholder proposals, Shareholder voting Letter from JANA Partners & CalSTRS to Apple, Inc. Posted by Anne Sheehan, California State Teachers’ Retirement […]

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Evolution or Revolution for Companies with Multi-Class Share Structures

This past year has been marked by significant and, in some cases, opposing attitudes and practices with respect to multi-class share structures. We are likely to see some of this churn continue in 2018 as the various market participants continue to define or refine their positions on this issue. In 2016, a coalition of investors […]

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U.S. Tax Reform: Changes to 162(m) and Implications for Investors

The Tax Cuts and Jobs Act of 2017 introduces significant changes to Section 162(m) of the Internal Revenue Code, which regulates several compensation-related practices in the United States. The changes raise many questions about how companies will adapt with respect to disclosure practices, general meeting agendas, and—more importantly—pay structures. To help make sense of it […]

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Say on Pay: Is It Needed? Does it Work?

There is little need for shareholder oversight of executive pay if directors do a good job providing oversight themselves or have strong incentives to do a good job. In this article, we’ll show that there is substantial evidence that directors do a poor job overseeing executive pay and that directors have weak incentives to pursue […]

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Bebchuk Leads SSRN’s 2017 Citation Rankings

Statistics released publicly by the Social Science Research Network (SSRN) indicate that, as of the end of 2017, Professor Lucian Bebchuk continued to lead SSRN citation rankings for law professors. Bebchuk ranked first among all law school professors in all fields in terms of the total number of citations to his work. Bebchuk has led the SSRN citation rankings […]

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Remarks on Securities Market Regulation

Good afternoon everyone. Thank you all for coming and contributing to a very lively discussion about how today’s companies interact with their shareholders. In particular, I want to thank our host, the NYU Salomon Center for the Study of Financial Institutions, because so much work goes into hosting events like today’s. I also would like […]

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Engagement—Succeeding in the New Paradigm for Corporate Governance

The accelerated interest in sustainability, ESG, corporate social responsibility and investment for long-term growth and value creation (the new paradigm) as most cogently exemplified by Value Act’s newly formed Spring Fund focusing on promoting environmental and social goals of the companies in which it invests; by the promotion by the World Economic Forum of The […]

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Doubling Down on Two-Degrees: The Rise in Support for Climate Risk Proposals

[Last week], BlackRock CEO Larry Fink released his annual letter to CEOs, an important signpost for investor priorities in the coming year. In his letter, titled “A Sense of Purpose,” Mr. Fink says: “In order to make engagement with shareholders as productive as possible, companies must be able to describe their strategy for long-term growth. The […]

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