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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
Breaking the Ice: Investors Warm to Climate Change
With the first ever 2 degrees Celsius campaign proposal recently passing at Occidental Petroleum, this post looks at the increasing success of climate change shareholder proposals alongside Proxy Insight data on the subject. Warming to climate change Investors in Occidental Petroleum recently passed a shareholder resolution on climate change reporting. The vote was hailed as historic, […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, Corporate Social Responsibility, Institutional Investors, Practitioner Publications
Tagged BlackRock, Climate change, Environmental disclosure, ESG, Fiduciary duties, Institutional Investors, Shareholder activism, Shareholder proposals, Shareholder voting
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Weekly Roundup: June 2, 2017–June 8
Decreasing Patience for IPOs with Poor Shareholder Rights Posted by Robert Kalb, Institutional Shareholder Services, Inc., on Friday, June 2, 2017 Tags: Boards of Directors, Dual-class stock, Institutional Investors, IPOs, ISS, Proxy advisors, Public firms, Shareholder proposals, Shareholder rights, Shareholder voting Appraisal Decision Sole Reliance on Merger Price: PetSmart Posted by Gail Weinstein and Brian T. Mangino, Fried, Frank, Harris, Shriver & Jacobson LLP, on Friday, June 2, […]
Click here to read the complete postRetired or Fired: How Can Investors Tell If the CEO Left Voluntarily?
Shareholders and members of the public have a vested interest in understanding the reasons behind CEO and senior executive departures. Because of the influence these key individuals have on corporate performance, investors want to know whether executive turnover is the result of a carefully planned transition or whether it is instead due to forced termination […]
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Posted in Academic Research, Accounting & Disclosure, Boards of Directors, Empirical Research
Tagged Accountability, Boards of Directors, Executive turnover, Firm performance, Firm valuation, Incentives, Management, Market reaction, Succession, Termination, Transparency
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Criticism of Governance Provisions in Proxy Contest Leads to Reincorporation
Among the settlement terms in the proxy contest between Arconic Inc. and Elliot Management is an agreement to reincorporate to Delaware due to the corporate governance provisions in the company’s charter. As the surviving company of Alcoa Inc., which spun off parts of its business into a new entity called Alcoa Corp., the renamed Arconic […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications
Tagged Board declassification, Boards of Directors, Charter & bylaws, Classified boards, Incorporations, Proxy contests, Settlements, Shareholder voting, Staggered boards
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Five Key Points from the DOL’s Fiduciary Rule Announcement
On May 22, Department of Labor (DOL) Secretary Alexander Acosta capped months of uncertainty about the DOL’s fiduciary duty rule by announcing that the June 9 compliance date would not be delayed further. While this means that the rule’s “best interest” standard for retirement advice will go into effect on June 9, full implementation of the […]
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Posted in Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Disclosure, DOL, Donald Trump, Fiduciary duties, Fiduciary rule, Financial regulation, Investment advisers, Retirement plans, Securities regulation
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Supreme Court Applies Five-Year Statute of Limitations to SEC Disgorgement Claims
On June 5, 2017, the Supreme Court unanimously held that the five-year statute of limitations in 28 U.S.C. § 2462 applies to claims for disgorgement by the Securities and Exchange Commission (“SEC”). The Court’s opinion in Kokesh v. SEC expands upon its 2013 decision in Gabelli v. SEC to prohibit the SEC from seeking to […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Disgorgement, Liability standards, Misconduct, SEC, SEC enforcement, Securities damages, Securities enforcement, Securities fraud, Statute of limitations, Supreme Court
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Déjà Vu All Over Again: New Efforts to Reinstate the Glass-Steagall Act
The Trump administration has sent signals that the White House would support legislation that would function to reinstate the provisions of the Depression-era Glass-Steagall Act separating commercial and investment banking, which were repealed by the Gramm-Leach-Bliley Act of 1999 (the “GLBA”). Notably, a bill with bipartisan sponsorship, the 21st Century Glass-Steagall Act, has been introduced […]
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Posted in Banking & Financial Institutions, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Bank Holding Company Act, Banks, Broker-dealers, Dodd-Frank Act, Donald Trump, FDIA, Financial institutions, Financial regulation, Glass-Steagall, GLBA, Investment banking, Mortgage lending, US Senate
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The Failure of Federal Incorporation Law: A Public Choice Perspective
Delaware’s domination of corporate law in the U.S. has long fascinated academics. While there is wide consensus that Delaware’s preeminence arose out of decades of state-to-state competitive pressures, there is sharp disagreement and debate about the nature of those competitive pressures, that is, whether the competition has been a salutary or nefarious one—a race to […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Securities Regulation
Tagged Antitrust, Charter & bylaws, Delaware articles, Delaware law, Federalism, Incentives, Incorporations, Legal history, Say on pay, Securities regulation, Sherman Act, State law
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Assessing ISS’ Newly Selected GAAP Financial Metrics for CEO P4P Alignment: How Can Companies Respond?
Say on Pay (SOP) and shareholder advisor vote recommendations have caused a increase in the use of relative total shareholder return (TSR) as a long-term incentive (LTI) plan performance metric. Relative TSR prevalence in LTI plans has nearly doubled over the past 5 years, used by approximately 50% of companies of all sizes and industries. […]
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Posted in Accounting & Disclosure, Comparative Corporate Governance & Regulation, Executive Compensation, Practitioner Publications
Tagged Accounting, Capital markets, Executive Compensation, Financial reporting, Firm performance, GAAP, Incentives, ISS, Long-Term value, Management, Pay for performance, Performance measures, Proxy advisors, Shareholder value, TSR
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The Corporate Demand for External Connectivity: Pricing Boardroom Social Capital
While there has been considerable public focus and academic research on executive compensation, boardroom compensation has received relatively little attention. Boards perform increasingly crucial functions of advising and monitoring the executive team. Consequently, boardroom performance has important implications for corporate decisions. As a result of the 2008 financial crisis boardroom functioning, including director expertise, oversight […]
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Posted in Academic Research, Boards of Directors, Empirical Research
Tagged Agency model, Bank boards, Board independence, Board leadership, Decision-making, Director compensation, Director qualifications, Firm performance, Reputation, Social capital, Social networks
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