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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
2017-2018 ISS Global Policy Survey
A key part of ISS’ annual global benchmark policy formulation process is a survey which is open to institutional investors, corporate executives, board members and any other interested constituencies. For the 2017-2018 policy cycle, the survey was in two parts: (1) a short, high-level Governance Principles Survey covering a limited number of topical corporate governance […]
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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Board composition, Boards of Directors, Compensation disclosure, Compensation ratios, Diversity, Dual-class stock, Executive Compensation, Institutional Investors, International governance, Repurchases, Shareholder meetings, Shareholder voting, Surveys
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Preventing the Next Data Breach
On September 7, Equifax, one of the three major credit agencies, publicly announced that it had suffered a major data breach. The company disclosed that unidentified hackers exploited a vulnerability in their website software to gain unauthorized access to company data and exfiltrated it from May through July of this year, impacting as many as […]
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Posted in Accounting & Disclosure, Practitioner Publications
Tagged Cybersecurity, Disclosure, Engagement, Privacy, Risk, Risk assessment, Risk management
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The Yates Memo: Looking for “Individual Accountability” in All the Wrong Places
The Department of Justice has received a great deal of criticism for its failure to prosecute both corporations and individuals involved in corporate fraud, especially those associated with the financial collapse in 2008. Companies were labeled “too big to fail” and it was difficult to determine the responsible individuals within the corporations. In an effort […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Securities Litigation & Enforcement, Securities Regulation
Tagged Accountability, Attorney-client privilege, Corporate fraud, Corporate veil, Deferred prosecution agreements, DOJ, Liability standards, Misconduct, Securities enforcement, Yates memo
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Ambiguity and the Corporation: Group Disagreement and Underinvestment
The word “corporation,” derived from the Latin corpus, or body, refers to “a body formed and authorized by law to act as a single person.” The study of corporate decisions typically models the corporate body as either (i) a single person, e.g., a manager, who maximizes expected utility with respect to a unique prior belief, […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research
Tagged Agency model, Behavioral finance, Blockholders, Decision-making, Diversity, Information environment, Management, Market efficiency, Peer effects
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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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