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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
P&G Proxy Fight: Trian Pushes to Reevaluate Executives’ Incentive Compensation Goals
A conclusion to the proxy fight between Procter & Gamble (P&G) and Trian Partners (Trian) is approaching, as shareholders are scheduled to vote their shares at the company’s annual meeting on October 10—if the two sides don’t reach a resolution before then. Earlier in September, Trian published a comprehensive presentation that outlined its rationale for […]
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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Executive Compensation, Firm performance, Incentives, Institutional Investors, Management, Pay for performance, Proxy contests, Proxy fights, Shareholder activism, Shareholder value, Shareholder voting, TSR
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2017 Proxy Season Review: Compensation
In early September, ISS published its annual post-season report on compensation vote results and practices, which revealed a continuation of many trends identified last year. Shareholder support for management say-on-pay remains stronger than ever, while failures are exceedingly rare; average support for equity plan proposals was consistent with prior years. While CEO pay at larger […]
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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Bonuses, Equity-based compensation, Executive Compensation, Golden parachutes, Incentives, Institutional Investors, ISS, Management, Pay for performance, Say on frequency, Say on pay, Shareholder voting
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Weekly Roundup: September 29–October 5, 2017
Long-Term Pay-For-Performance Alignment Posted by Aubrey E. Bout and Blaine Martin, Pay Governance LLC, on Friday, September 29, 2017 Tags: Boards of Directors, Compensation committees, Executive Compensation, Incentives, Institutional Investors, Management, Proxy advisors, Say on pay, Shareholder value, TSR Activism and Board Diversity Posted by David A. Katz & Laura A. McIntosh, Wachtell, Lipton, Rosen & Katz, on Friday, September 29, 2017 Tags: Accountability, Asset management, BlackRock, Board composition, Board performance, Boards of […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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The Equifax Hack, SEC Data Breach, and Issuer Disclosure Obligations
The recent Equifax data breach focuses attention on the necessity of adequate disclosure by public companies of material cybersecurity-related events. Both SEC Chair Jay Clayton and Stephanie Avakian, the Co-Director of the Division of Enforcement, have made clear that they would “like to see better disclosure around [cybersecurity]” and could “absolutely” bring a cybersecurity disclosure […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Compliance and disclosure interpretation, Cybersecurity, Disclosure, EDGAR, Risk, Risk management, SEC, SEC enforcement, Securities enforcement
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The Inner Workings of the Board: Evidence from Emerging Markets
The board of directors forms an integral part of a firm’s governance mechanisms. Yet, how boards perform their dual role of supervisor and advisor of corporate management is difficult to observe from outside of the company. To open this black box, we survey 130 non-executive directors in various emerging markets to obtain detailed information about […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Empirical Research, Institutional Investors, International Corporate Governance & Regulation
Tagged Board composition, Board independence, Board monitoring, Boards of Directors, Controlling shareholders, Decision-making, Emerging markets, Institutional Investors, International governance, Legal systems
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Lessons from the ISS Report on the Trian/P&G Proxy Contest
TSR comparison to peer group and S&P 500 continues to be a key factor in ISS evaluation. CAGR comparison to peer group continues as a key factor. Disparaging a well-known, successful activist with a history of long-term investment is a negative factor. Limited director experience in the company’s industry is a negative factor. Generally, and […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications
Tagged Board composition, Board performance, Boards of Directors, Director nominations, ISS, Management, Proxy advisors, Proxy contests, Proxy voting, Shareholder activism, Shareholder voting, TSR
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The Long-Term Consequences of Short-Term Incentives
In our paper, The Long-Term Consequences of Short-Term Incentives, which was recently made available on SSRN, we show that short-term stock price concerns induce CEOs to take value-reducing actions. We measure short-term concerns by the amount of a CEO’s equity that is scheduled to vest in a given quarter. Vesting equity is positively associated with […]
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Posted in Academic Research, Empirical Research, Executive Compensation, Mergers & Acquisitions
Tagged Agency costs, Equity-based compensation, Executive Compensation, Executive performance, Incentives, Long-Term value, Management, Mergers & acquisitions, Repurchases, Shareholder value, Short-termism
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Improving SEC Regulations with Investor Ordering
In my forthcoming article, The Case for Investor Ordering, I show that Securities and Exchange Commission (SEC) regulations regarding corporate arrangements could be substantially improved if investors in corporations were able to choose whether those regulations apply to the corporation. For all but a few SEC regulations, such “investor ordering” would result in greater aggregate […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Financial Regulation, Institutional Investors, Securities Regulation
Tagged Agency costs, Blockholders, Capital markets, Contracts, Cost-benefit analysis, Disclosure, Financial regulation, Institutional Investors, Ownership, Private ordering, SEC, Securities regulation, Shareholder value
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