-
Supported By:
Subscribe or Follow
Program on Corporate Governance Advisory Board
- William Ackman
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier Christine Davine
- Renata J. Ferrari
- John Finley
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper
- Paul Hilal
- Carl Icahn William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
- Daniel Wolf
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Proposed Overhaul of Disclosure and Shareholder Proposal Rules
The U.S. Department of Treasury issued a comprehensive report last week with recommendations to reform the U.S. capital markets regulatory system. The Report to President Trump recommends sweeping changes, including ones aimed to roll back certain Dodd-Frank rules issued after the 2008 financial crisis. It responds to the “core principles” for regulating the U.S. financial […]
Click here to read the complete post
Posted in Accounting & Disclosure, Corporate Elections & Voting, Practitioner Publications, Securities Regulation
Tagged Compensation disclosure, Conflict minerals, Disclosure, Dodd-Frank Act, Executive Compensation, Rule 14a-8, SEC, SEC rulemaking, Shareholder proposals, Treasury Department
Comments Off on Proposed Overhaul of Disclosure and Shareholder Proposal Rules
Pay Ratio: The Time Has Come
For anyone involved in the preparation of an issuer’s compensation disclosures as part of its annual proxy statement or Form 10-K filing, the time has come to tackle the “pay ratio” calculation and disclosure requirements. After an extended period in development and considerable public speculation in recent months about its fate, it is becoming increasingly […]
Click here to read the complete post
Posted in Accounting & Disclosure, Executive Compensation, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Compensation disclosure, Compensation ratios, Dodd-Frank Act, Executive Compensation, Form 10-K, SEC, SEC rulemaking, Securities regulation
Comments Off on Pay Ratio: The Time Has Come
Capable Boards and Value Creation
Directors of regulated financial institutions have exceedingly difficult jobs with many demands. The aftermath of the financial crisis led to countless new regulatory requirements and expectations, many of these unwritten and evolving based on political currents or varying views at different levels of the regulatory hierarchy. Governance processes and actions are examined and second-guessed like […]
Click here to read the complete post
Posted in Banking & Financial Institutions, Boards of Directors, Comparative Corporate Governance & Regulation, Financial Regulation, Mergers & Acquisitions, Practitioner Publications
Tagged Bank boards, Banks, Boards of Directors, Compliance and disclosure interpretation, Disclosure, Financial institutions, Financial regulation, Mergers & acquisitions, Shareholder value
Comments Off on Capable Boards and Value Creation
Proxy Season Legal Update
Advance planning is a key component of a successful proxy and annual reporting season. While work on proxy statements, annual reports and annual meetings typically kicks into high gear in the winter, autumn is the ideal time to begin preparations. This is especially important for the 2018 proxy season because this will be the first […]
Click here to read the complete post
Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Accounting, Accounting standards, Compensation disclosure, Compensation ratios, Disclosure, Executive Compensation, Institutional Investors, Proxy access, Proxy season, Say on pay, SEC, SEC rulemaking, Securities regulation, Shareholder meetings, Shareholder proposals, Shareholder voting, Virtual meetings
Comments Off on Proxy Season Legal Update
Cross-Border Reincorporations in the European Union: The Case for Comprehensive Harmonisation
Can companies, incorporated under the law of an EU Member State, subject themselves to another Member State’s law without going through the process of liquidation in their original jurisdiction? Such operations are usually labelled “cross-border reincorporations”, or just “reincorporations”. Cross-border reincorporations and regulatory competition in EU company law has long been a focus of scholarly […]
Click here to read the complete post
Posted in Academic Research, Bankruptcy & Financial Distress, Comparative Corporate Governance & Regulation, International Corporate Governance & Regulation, Securities Regulation
Tagged Bankruptcy, Debtor-creditor law, EU, Europe, European Court of Justice, Incorporations, International governance, Jurisdiction, Reorganizations
Comments Off on Cross-Border Reincorporations in the European Union: The Case for Comprehensive Harmonisation
Recent Cases on Lending Safeguards in Bankruptcy
As discussed in our August 8, 2016 client alert, lenders and borrowers continue to experiment with creative structures to prevent a bankruptcy filing. As discussed below, recent decisions clarify previous case law, develop the prevailing rules and highlight outstanding open issues. I. Case Law Developments In two recent cases, In re Lexington Hospitality Group, LLC and Squire Court […]
Click here to read the complete post
Posted in Bankruptcy & Financial Distress, Corporate Elections & Voting, Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Regulation
Tagged Acquisition agreements, Bank loans, Bankruptcy, Contracts, Debtor-creditor law, Delaware law, Fiduciary duties, Ownership structure, Partnerships, Restructurings, Securities lending, Securities regulation, Shareholder voting, State law
Comments Off on Recent Cases on Lending Safeguards in Bankruptcy
Do Clawback Adoptions Influence Capital Investments?
This study presents evidence that capital investment choices are influenced by voluntary adoptions of clawback provisions that authorize boards of directors to recoup executive compensation based on financial results that are later restated. Restitutive clawbacks were sanctioned by Sarbanes-Oxley Act Section 304 in response to allegations in the early 2000s that executive compensation was boosted […]
Click here to read the complete post
Posted in Academic Research, Accounting & Disclosure, Empirical Research, Executive Compensation, Securities Regulation
Tagged Accounting, Boards of Directors, Capital allocation, Clawbacks, Dodd-Frank Act, Equity-based compensation, Executive Compensation, Financial reporting, Incentives, Management, Misreporting, Pay for performance, Sarbanes–Oxley Act, Securities regulation
Comments Off on Do Clawback Adoptions Influence Capital Investments?
Weekly Roundup: October 6–12, 2017
2017 Proxy Season Review: Compensation Posted by Subodh Mishra, Institutional Shareholder Services, Inc., on Friday, October 6, 2017 Tags: Bonuses, Equity-based compensation, Executive Compensation, Golden parachutes, Incentives, Institutional Investors, ISS, Management, Pay for performance, Say on frequency, Say on pay, Shareholder voting P&G Proxy Fight: Trian Pushes to Reevaluate Executives’ Incentive Compensation Goals Posted by Matthew Goforth, Equilar, Inc., on Friday, October 6, 2017 Tags: Boards of Directors, Executive Compensation, Firm performance, Incentives, Institutional […]
Click here to read the complete postFurther Lessons From the P&G/Trian Proxy Fight
While the final results have not been announced and P&G has claimed victory (being disputed by Trian), both sides acknowledge that the vote was extremely close. This post assumes that P&G achieved a narrow victory. Key lessons are: Confirms what has been assumed since Icahn/Apple and Trian/DuPont, no company is too big or too prominent […]
Click here to read the complete post
Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, CalSTRS, Engagement, Hedge funds, Institutional Investors, Long-Term value, Pension funds, Proxy advisors, Proxy fights, Shareholder activism, Shareholder voting
Comments Off on Further Lessons From the P&G/Trian Proxy Fight