-
Supported By:
Subscribe or Follow
HLS Faculty & Senior Fellows
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
SEC Chair Statement on a Universal Proxy System
Good morning. This is an open meeting of the U.S. Securities and Exchange Commission on October 26, 2016, under the Government in the Sunshine Act. Today, the Commission will consider two recommendations from the Division of Corporation Finance. First, the Commission will consider a recommendation to propose changes to our proxy rules to require the […]
Click here to read the complete post
Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Boards of Directors, Institutional Investors, Proxy access, Proxy contests, Proxy materials, Proxy voting, SEC rulemaking, Securities regulation, Shareholder elections, Shareholder nominations, Shareholder rights, Shareholder voting, State law, Universal proxy ballots
Comments Off on SEC Chair Statement on a Universal Proxy System
SEC Commissioner Stein Supporting Statement on the Proposed Universal Proxy Rule
Good morning. I would like to thank the staff for all of their hard work leading up to this proposal. The team spent a lot of time listening to and considering a variety of views regarding the issue of universal proxy. In particular, I would like to thank Tiffany Posil, Tina Chalk and Michele Anderson […]
Click here to read the complete post
Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Boards of Directors, Institutional Investors, Proxy access, Proxy contests, Proxy materials, Proxy voting, SEC rulemaking, Securities regulation, Shareholder elections, Shareholder nominations, Shareholder rights, Shareholder voting, State law, Universal proxy ballots, Withhold votes
Comments Off on SEC Commissioner Stein Supporting Statement on the Proposed Universal Proxy Rule
SEC Commissioner Piwowar Dissenting Statement on Universal Proxy
Several months ago, Chairman Scott Garrett of the House Subcommittee on Capital Markets and Government Sponsored Enterprises raised questions about how the Commission has been prioritizing its resources. As he noted, the universal proxy initiative has been pushed for years by special interest groups and it would increase the likelihood of proxy fights at public […]
Click here to read the complete post
Posted in Boards of Directors, Corporate Elections & Voting, Legislative & Regulatory Developments, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Boards of Directors, Institutional Investors, Proxy access, Proxy contests, Proxy fights, Proxy materials, Proxy voting, Retail investors, SEC rulemaking, Securities regulation, Shareholder elections, Shareholder nominations, Shareholder rights, Shareholder voting, State law, Universal proxy ballots
Comments Off on SEC Commissioner Piwowar Dissenting Statement on Universal Proxy
2016 Annual Corporate Directors Survey
Overseeing a company is no small task. Disruptive technologies are changing companies’ business models, geopolitical turmoil is impacting supply chains and investment opportunities, and increased regulatory complexity is affecting innovation. Institutional investors and shareholder activists are also playing a more powerful role shaping corporate governance. Boards of directors have to keep up with all of […]
Click here to read the complete post
Posted in Boards of Directors, Institutional Investors, Practitioner Publications
Tagged Board communication, Board composition, Board dynamics, Board performance, Boards of Directors, Capital allocation, Diversity, Engagement, Institutional Investors, Long-Term value, Management, Shareholder activism, Short-termism, Succession, Surveys
Comments Off on 2016 Annual Corporate Directors Survey
Responding to a Negative Say-on-Pay Outcome
In the fifth full season of the advisory vote on executive compensation (“say-on-pay”), average shareholder support for these proposals remains high—in excess of 91% so far in 2016, according to our research. However, although there have been slightly fewer “failed” votes this year, more than 10% of issuers receive a negative recommendation from at least […]
Click here to read the complete post
Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Board communication, Engagement, Executive Compensation, Institutional Investors, ISS, Pay for performance, Proxy advisors, Proxy season, Proxy voting, Say on pay, Shareholder voting
Comments Off on Responding to a Negative Say-on-Pay Outcome
Gender Differences in Executives’ Access to Information
As more women enter the upper echelons of large corporations (according to Catalyst, the proportion of CEOs in Fortune 500 firms has increased from 0.4% in 1998 to 4.6% in 2015 and the proportion of board members has increased from 9.6% to 19.9%), the natural question that arises is whether women executives have equal access […]
Click here to read the complete post
Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research
Tagged Behavioral finance, Board composition, Boards of Directors, Diversity, Executive Compensation, Information asymmetries, Information environment, Inside information, Insider trading, Management, Overconfidence, Social capital, Social networks
Comments Off on Gender Differences in Executives’ Access to Information
The Impact of SEC Enforcement on Public Finance
Good afternoon and thank you for that very kind introduction. It’s a pleasure to speak with you all today [Oct. 13, 2016]. Before I start, I must give our standard disclaimer that the views I express today are my own and do not necessarily reflect the views of the Commission or its staff. Today I […]
Click here to read the complete post
Posted in Institutional Investors, Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Bonds, Broker-dealers, Dodd-Frank Act, Due diligence, Information asymmetries, Institutional Investors, Investor protection, Misconduct, Municipal securities, Pension funds, Public finance, SEC, SEC enforcement, Securities enforcement, Securities fraud, Securities regulation
Comments Off on The Impact of SEC Enforcement on Public Finance
Global Board Culture Survey 2016
During the summer of 2016, 369 corporate (supervisory) large public company directors from a dozen countries participated in Russell Reynolds Associates’ Global Board Culture Survey. The goal of the survey was to better understand the director behaviors that create a high-performing board culture and drive board effectiveness. Directors around the world were surprisingly consistent in […]
Click here to read the complete post
Posted in Boards of Directors, Comparative Corporate Governance & Regulation, International Corporate Governance & Regulation, Practitioner Publications
Tagged Board dynamics, Board leadership, Board performance, Boards of Directors, Corporate culture, Director qualifications, Diversity, Engagement, Firm performance, International governance, Long-Term value, Management, Surveys
Comments Off on Global Board Culture Survey 2016
CEO Pay Ratio and Income Inequality: Perspectives for Compensation Committees
At a recent Compensation Committee meeting, a director remarked, “As we discuss our CEO’s target compensation for next year, we need to remember that there is an ongoing debate about income inequality.” Income inequality and executive compensation are two of the most controversial issues in modern American economic and political discourse. The forthcoming mandated disclosure […]
Click here to read the complete post
Posted in Boards of Directors, Executive Compensation, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Compensation committees, Compensation disclosure, Compensation ratios, Dodd-Frank Act, Executive Compensation, Management, Pay for performance, Public interest, Say on pay, SEC, SEC rulemaking, Securities regulation
Comments Off on CEO Pay Ratio and Income Inequality: Perspectives for Compensation Committees