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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
2016 Corporate Governance & Executive Compensation Survey
We are pleased to share Shearman & Sterling’s 2016 Corporate Governance & Executive Compensation Survey of the 100 largest US public companies. This year’s Survey, the 14th in our series, examines some of the most important governance and executive compensation practices facing boards today and identifies best practices and emerging trends. Our analysis will provide […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Executive Compensation, Practitioner Publications, Securities Regulation
Tagged Board leadership, Boards of Directors, Clawbacks, Cybersecurity, Derivative suits, Diversity, Dodd-Frank Act, Engagement, Executive Compensation, IPOs, Proxy access, Proxy voting, Say on pay, Shareholder activism, Surveys
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Empirical Analysis of Advance Notice Provisions in Company Bylaws
Historically, corporate bylaws have been the “sleepy hollow” of a corporation’s constitution. They typically specify the offices that comprise the corporation’s leadership team, the corporation’s fiscal year and signing officers for the corporation. Bylaws have tended to be uncontroversial. Today, however, in an era of increased shareholder activism, bylaws have become a venue for corporate […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Empirical Research, International Corporate Governance & Regulation
Tagged Advanced notice, Boards of Directors, Canada, Change in control, Charter & bylaws, Entrenchment, Management, Market reaction, Proxy access, Proxy voting, Shareholder nominations, Shareholder voting, Takeovers
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Activist Investing in Europe: A Special Report
The inaugural edition of this report, published nearly two years ago, suggested that so long as opportunities presented themselves, activists would continue to seek governance, strategy and capital allocation reforms from European issuers. Indeed they have. After ebbing briefly in 2014, when only 51 companies were publicly targeted (after 61 in 2012 and 59 in […]
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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, International Corporate Governance & Regulation, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Brexit, Cross-border transactions, Europe, Executive Compensation, France, Germany, Hedge funds, International governance, Italy, Proxy contests, Say on pay, Shareholder activism, Shareholder voting, Switzerland, UK
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SEC’s “Substantial Implementation” Approach to Proxy Access
In July of 2016, the staff of the Securities and Exchange Commission (“SEC”) determined that H&R Block, Inc. did not, by virtue of its previous adoption of proxy access at the 3-percent/3-year thresholds, substantially implement a shareholder proposal requesting four specific revisions to the company’s proxy access bylaw. After granting no-action relief earlier this year […]
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Posted in Boards of Directors, Corporate Elections & Voting, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Charter & bylaws, Director nominations, Institutional Investors, No-action letters, Proxy access, Proxy voting, Rule 14a-8, SEC, SEC rulemaking, Securities regulation, Shareholder nominations, Shareholder proposals, Shareholder voting
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Law and Ownership Reexamined
One of the most influential findings from the law and finance literature is that large-percentage shareholders in public corporations are a response to weak legal protections for public market investors. This theory was initially proposed in La Porta, Lopez-de-Silanes, Shleifer, and Vishny (1998) and has been confirmed and refined by the same researchers and others. […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research, International Corporate Governance & Regulation, Securities Regulation
Tagged Blockholders, International governance, Investor protection, Management, Oversight, Ownership, Ownership structure, Private benefits of control, Securities regulation, Shareholder rights
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SEC Guidance on CEO Pay Ratio Disclosure
On October 18, the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) released five Compliance and Disclosure Interpretations (“C&DIs”) addressing new Item 402(u) of Regulation S-K regarding CEO pay ratio disclosure. C&DIs 128C.01 through 128C.05 address five topics: (1) the identification of a “consistently applied compensation measure” to identify […]
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Posted in Executive Compensation, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Compensation disclosure, Compensation ratios, Compensation regulation, Compliance and disclosure interpretation, Executive Compensation, Management, Regulation S-K, SEC, Securities regulation
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Privacy in M&A Transactions: Pre Closing Liabilities
One aspect of mergers and acquisitions that is receiving growing attention is the relevance of privacy issues under U.S. and European Union (“EU”) laws as well as the laws of a growing number of other jurisdictions. This two-part blog post discusses the principal M&A-related privacy risks and highlights certain “traps” that are often overlooked. In […]
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Posted in Accounting & Disclosure, International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications
Tagged Acquisition agreements, Class actions, Contracts, Disclosure, Due diligence, EU, Europe, International governance, Jurisdiction, Liability standards, Merger litigation, Mergers & acquisitions, Privacy, State law
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Golden Hellos: Signing Bonuses for New Top Executives
Starting with Lewellen (1968), scholars have examined many facets of the executive compensation plan: salary, annual bonuses, stock and options, pensions, and, more recently, severance pay. A unique component that has largely been overlooked, however, is the signing bonus. Labeled by the media as “golden hellos”, the signing bonus is typically awarded to an executive […]
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Posted in Academic Research, Banking & Financial Institutions, Empirical Research, Executive Compensation
Tagged Agency costs, Bonuses, Equity-based compensation, Executive Compensation, Firm performance, Golden parachutes, Incentives, Management, Pay for performance, Severance, Succession
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The New EU Market Abuse Regulation: Impact on US Issuers
The EU Market Abuse Regulation, which replaced the previous Market Abuse Directive regime, has been in effect since 3 July 2016. Although there is much in the new regime that is familiar, U.S. issuers that have applied to have securities admitted to trading on European Union Regulated Markets will still need to address a number […]
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Posted in Accounting & Disclosure, Derivatives, International Corporate Governance & Regulation, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Broker-dealers, Compliance and disclosure interpretation, Cross-border transactions, Derivatives, EU, Europe, Information asymmetries, Information environment, Inside information, Insider trading, International governance, Securities enforcement, Securities regulation
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Brexit on Ice? Court Ruling That Only UK Parliament Can Trigger Article 50
Earlier today, the High Court of Justice ruled that the U.K. government does not have the constitutional capacity to trigger the U.K.’s withdrawal from the European Union without further primary legislation being passed. This decision is likely to delay, potentially significantly, the filing of the U.K.’s Article 50 notice with the European Council, further extending […]
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Posted in Court Cases, International Corporate Governance & Regulation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Brexit, EU, Europe, International governance, Jurisdiction, UK
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