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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 Christine Davine
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
House Bill 4015 and the Proposed Regulation of Proxy Advisors
Regulation of proxy advisors is back on the U.S. legislative agenda. If enacted, the proposed rules could create delays to the delivery and threats to the independence of proxy research, with investors footing the bill. Introduced October 11, House Bill 4015 is mostly a resubmission of last year’s HR 5311—mostly. The proposed compliance regime is unchanged. Proxy […]
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Posted in Corporate Elections & Voting, Institutional Investors, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Institutional Investors, Proxy advisors, Proxy voting, SEC, Securities regulation, Shareholder voting, US House
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EU Financial Market Benchmark Regulation and US Impact
The new EU Benchmarks Regulation (BMR) was published in June 2016 and most rules will apply as of 1 January 2018. The BMR introduces new compliance requirements for benchmark administrators, contributors, and users, with regard to interest rate, foreign exchange, security, commodity, and other benchmarks used in financial transactions. The BMR was enacted in response […]
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Posted in Accounting & Disclosure, Banking & Financial Institutions, Derivatives, Financial Regulation, International Corporate Governance & Regulation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Accounting, Asset management, Banks, Benchmarks, Compliance and disclosure interpretation, Cross-border transactions, Derivatives, ESMA, EU, Financial institutions, Financial regulation, International governance, IOSCO, Transparency
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Insights from PwC’s 2017 Annual Corporate Directors Survey
Against the backdrop of a new administration in Washington and growing social divisiveness, US public company directors are faced with great expectations from investors and the public. Perhaps now more than ever, public companies are being asked to take the lead in addressing some of society’s most difficult problems. From seeking action on climate change […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Board composition, Boards of Directors, Corporate Social Responsibility, Diversity, Engagement, Environmental disclosure, ESG, Institutional Investors, Management, Say on pay, Shareholder proposals, Surveys, Sustainability
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Amending Corporate Charters and Bylaws
Over the past decade or so, courts have been willing to apply the “contractarian” theory to the organizational documents of corporations: charters (certificates or articles of incorporation) and bylaws. The notion that the charters and bylaws can be thought of as “contracts”—between a corporation and its shareholders and among the shareholders—dates back to the seminal […]
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Posted in Academic Research, Boards of Directors, Corporate Elections & Voting, Securities Litigation & Enforcement
Tagged Boards of Directors, Charter & bylaws, Contracts, Delaware articles, Delaware law, Duty of good faith, Forum selection, Minority shareholders, Securities litigation, Shareholder activism, Shareholder rights, Shareholder suits
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Creatures of Contract: A Half-Truth About LLCs
“The half truths of one generation tend at times to perpetuate themselves in the law as the whole truth of another, when constant repetition brings it about that qualifications, taken once for granted, are disregarded or forgotten.” Chief Justice Cardozo, then sitting on the New York Court of Appeals, wrote these eloquent words in the […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation
Tagged Contracts, Corporate forms, Delaware articles, Delaware cases, Delaware law, Duty of good faith, Fiduciary duties, State law
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Is Say on Pay All About Pay? The Impact of Firm Performance
In Is Say on Pay All About Pay? The Impact of Firm Performance, we seek to answer the question whether “say on pay” votes really focus on executive compensation. As policymakers evaluate the decision whether to retain say on pay, it is worth examining more carefully the information that shareholders convey through their vote on executive […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, Executive Compensation
Tagged Dodd-Frank Act, Equity-based compensation, Executive Compensation, Executive performance, Firm performance, Incentives, Pay for performance, Proxy advisors, Risk-taking, Say on pay, Shareholder voting, Short-termism
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2018 Benchmark Policy Consultation
US Policy—Director Elections—Non-Employee Director Compensation Background and Overview Non-employee director (NED) compensation has come into the corporate governance spotlight in recent years. ISS’ 2017 Board Practices Study indicated that median NED pay at S&P 1500 firms has steadily increased every year since 2012 and stood at approximately $211,000 in 2016. As director pay has risen, […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Practitioner Publications
Tagged Accountability, Boards of Directors, Compensation ratios, Director compensation, Disclosure, Diversity, Poison pills, Proxy advisors, Shareholder proposals, Shareholder rights, Shareholder voting
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SEC Enforcement Against Initial Coin Offering
On September 29, 2017, the United States Securities and Exchange Commission (“SEC”) brought its first enforcement action arising from an Initial Coin Offering (“ICO”). This action is the latest sign that the SEC will be carefully scrutinizing the ICO market and transactions involving ICOs. What Is An ICO An ICO is a fundraising event, effected […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Blockchain, Capital formation, Cybersecurity, Equity offerings, ICOs, SEC, SEC enforcement, Securities enforcement, Securities regulation
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FSB TCFD Guidance on Climate-Related Financial Disclosures: Regulatory and Market Responses
This post summarizes and comments upon a representative sampling of responses (through September 15, 2017) from financial regulators, issuers, institutional investors, credit rating agencies, and voluntary sustainability reporting frameworks, to the draft Guidance issued on December 14, 2017, and to the final Guidance published on June 29, 2017, by the Financial Stability Board (FSB) Task […]
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Posted in Accounting & Disclosure, Corporate Social Responsibility, Financial Regulation, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Climate change, Disclosure, Environmental disclosure, ESG, EU, Financial regulation, FSB, Institutional Investors, International governance, Risk assessment, Sustainability, UK
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A Mechanism for LIBOR
The London Interbank Offered Rate (LIBOR) is intended to reflect the average rate at which banks can borrow in the unsecured market. It is computed by taking a trimmed mean of the daily reported borrowing rates of the banks on a panel. But panel banks may have incentives to manipulate LIBOR to profit off of […]
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Posted in Academic Research, Banking & Financial Institutions, Derivatives, Financial Regulation, International Corporate Governance & Regulation
Tagged Banks, Benchmarks, Cross-border transactions, Derivatives, Financial regulation, Incentives, Interest, International governance, LIBOR, Market timing, Misconduct, Reporting regulation, Swaps, UK
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