Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation

Shareholder Activism on Sustainability Issues

A growing number of investors are now engaging companies on environmental, social and governance (ESG) issues, in addition to traditional executive compensation, shareholder rights, and board of directors’ topics. In 2013, nearly 40 percent of all shareholder proposals submitted to Russell 3000 companies related to ESG issues, representing a 60 percent increase since 2003 (Proxy […]

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Present at the Creation: Reflections on the Early Years of the NACD

Effective corporate governance is critical to the productive operation of the global economy and preservation of our way of life. Excellent governance execution is also required to achieve economic growth and robust job creation. In the United States, the premier corporate director membership organization is the National Association of Corporate Directors (NACD). NACD plays a […]

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AML Monitoring: New York Regulator Gets Prescriptive

The New York State Department of Financial Services (NYDFS) issued its final rule on June 30, 2016 requiring either senior officers or the board of directors to certify the effectiveness of anti-money laundering (AML) and Office of Foreign Assets Control (OFAC) transaction monitoring and filtering programs. [1] The rule (Part 504 of the NYDFS Superintendent’s […]

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Commonsense Principles of Corporate Governance

The following is a series of corporate governance principles for public companies, their boards of directors and their shareholders. These principles are intended to provide a basic framework for sound, long-term-oriented governance. But given the differences among our many public companies—including their size, their products and services, their history and their leadership—not every principle (or […]

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Bail-in and Market Stabilization

The concept of “bailing in” a distressed bank’s creditors to avoid a taxpayer-financed public rescue is commonly accepted as one of the most significant regulatory achievements in the post-crisis efforts to end the problem of “Too Big To Fail”. Yet behind the political slogan, surprising uncertainties remain as to the precise regulatory objective of bail-in, […]

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Weekly Roundup: July 15–July 21, 2016

The Impact of Merger Legislation on Bank Mergers Posted by Jan-Peter Siedlarek, Federal Reserve Bank of Cleveland, on Friday, July 15, 2016 Tags: Antitrust, Banks, Europe, Financial institutions, Financial regulation, International governance, Market efficiency, Market reaction, Mergers & acquisitions, Systemic risk The Investor-Savvy Board Posted by Anthony Goodman, Russell Reynolds Associates, on Friday, July 15, […]

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Pay-for-Performance Update for the S&P 1500: 2015 Pay Outcomes

Financial and stock performance throughout the S&P 1500 deteriorated in 2015 as summarized in Figure 1. (For a more detailed analysis, see Year-end 2015 pay-for-performance update for the S&P 1500: Incremental improvement for 2016?, Executive Pay Matters, April 21, 2016.) Our review of proxy statement disclosures that were filed this spring reveals the impact those results […]

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Berkshire’s Blemishes: Lessons for Buffett’s Successors, Peers, and Policy

While people routinely laud the value of Warren Buffett’s unique governance of Berkshire Hathaway, I have tallied the costs, highlighting lessons for Buffett’s successors, Berkshire’s peers, and public policy. The most visible—and measurable—costs of the Berkshire model appear in capital allocation, principally acquisitions and investments. Buffett relies on himself in making these decisions, without board […]

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Institutional Investors and Corporate Political Activism

There is increasing evidence that state public pension funds preferentially direct their investments towards local corporations, creating a bias which cannot be justified by subsequent returns. In our paper, Institutional Investors and Corporate Political Activism, we investigate the political activism of firms and how it is influenced by the presence of state public pension fund ownership. […]

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Yet Another Congressional Proposed Corporate Reform: Proxy Advisory Firms in the Crosshairs

Over the past six months, U.S. legislators have engaged in an unusual burst of energy to introduce three separate bills regulating various areas affecting U.S. public company corporate governance: The Cybersecurity Disclosure Act of 2015 would require disclosure of whether public company boards contained a cyber-security “expert” or, if not, why not. The bill, introduced […]

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