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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 Christine Davine
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Shareholder Activism & Engagement 2016
At the end of another record-breaking year for shareholder activism activity, it is appropriate that we ring in the publication of this, the inaugural edition of Shareholder Activism & Engagement, part of the Getting the Deal Through series. We are pleased to serve as editors of this volume because we believe that shareholder activism is […]
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Posted in Accounting & Disclosure, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, International Corporate Governance & Regulation, Practitioner Publications
Tagged Director nominations, Disclosure, Engagement, Hedge funds, International governance, Japan, Jurisdiction, Long-Term value, Proxy access, Proxy advisors, Rule 14a-8, Settlements, Shareholder activism, Shareholder value, Short-termism
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Proxy Disclosure Recommendations
In February 2016, the SEC warned that among a broad selection of companies, poorly-drafted, ambiguous and sometimes incorrect proxy disclosure for the method by which votes will be counted for director elections may necessitate new, tougher disclosure rules. [1] This post offers guidance on how to avoid the most common proxy drafting pitfalls and provides […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Broker discretionary voting, Charter & bylaws, Compliance and disclosure interpretation, Disclosure, Majority voting, Proxy disclosure, Proxy voting, Securities regulation, Shareholder elections, Shareholder voting, Withhold votes
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Deposit Calculations on Demand
The FDIC has resolved hundreds of banks since the crisis, in nearly all cases making insured deposits available to the failed bank’s customers by the next business day. Although US depositors have come to rely on the efficiency and seamlessness of this process, the work that goes on behind the scenes to determine exactly which […]
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Posted in Accounting & Disclosure, Banking & Financial Institutions, Financial Crisis, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Banks, Books and records, Deposit insurance, Failed banks, FDIC, Financial crisis, Financial institutions, Recovery & resolution plans, Reporting regulation
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Weekly Roundup: March 4-March 10
SEC Responses to Challenged Proxy Access Proposals Posted by Avrohom J. Kess & Yafit Cohn, Simpson, Thacher & Bartlett LLP, on Friday, March 4, 2016 Tags: Boards of Directors, Charter & bylaws, Director nominations, No-action letters, Proxy access, Proxy voting, Rule 14a-8, SEC, Securities Regulation, Shareholder nominations, Shareholder proposals, Shareholder voting Remarks at ABS Vegas […]
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Executive compensation experts were unpleasantly surprised by the settlement in late January of Espinoza v. Zuckerberg, a case challenging the reasonableness of stock awards to Facebook’s non-employee directors. [1] The facts surrounding this settlement create concern that unless a company has a shareholder-approved plan with meaningful limits on both the cash and equity compensation that […]
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Posted in Boards of Directors, Executive Compensation, Practitioner Publications
Tagged Agency costs, Boards of Directors, Derivative suits, Director compensation, Discovery, Equity-based compensation, Executive Compensation, Fiduciary duties, Peer groups, Say on pay, Settlements, Shareholder suits
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Obstructing Shareholder Coordination in Hedge Fund Activism
Many hedge funds follow a strategy of shareholder activism, acquiring a block of shares and then campaigning for changes in the target firm. Numerous studies have presented evidence that these campaigns can lead to both short- and long-run improvements in the values of target firms. In our paper, Obstructing Shareholder Coordination in Hedge Fund Activism, […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Empirical Research
Tagged Antitakeover, Blockholders, Boards of Directors, Hedge funds, Long-Term value, Poison pills, Proxy fights, Shareholder activism, Shareholder communications, Shareholder power, Shareholder value, Short-termism, Takeover defenses
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The New Paradigm for Corporate Governance
In my February 1, 2016 note, The New Paradigm for Corporate Governance, I called attention to the growing evidence that the leading institutional investors were developing a new paradigm for corporate governance. In the new paradigm, these institutions would engage with a company and its independent directors to understand its long-term strategy and ascertain that […]
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Posted in Boards of Directors, Institutional Investors, Practitioner Publications
Tagged Board monitoring, Board performance, Boards of Directors, Firm performance, Incentives, Institutional Investors, Investor horizons, Long-Term value, Management, Shareholder activism, Short-termism, SSgA
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Do Compensation Disclosures Matter for Say-on-Pay Voting?
Concerns about executive pay packages have been raised by market participants and media for nearly the last three decades and, more recently, executive pay structures incentivizing risk-taking have been pointed out as a major cause for the 2008 financial crisis. In response to these concerns, the Securities and Exchange Commission (SEC) adopted a two pronged […]
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Posted in Academic Research, Accounting & Disclosure, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Empirical Research, Executive Compensation
Tagged Compensation disclosure, Disclosure, Engagement, Executive Compensation, Executive performance, ISS, Management, Proxy materials, Regulation S-K, Say on pay, SEC, Shareholder voting
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