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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
Compensation Disclosure in the Upcoming Proxy and CD&A
Proxy executive compensation and Compensation Discussion & Analysis (CD&A) disclosure is principally based upon a one-year look back at executive compensation forms, levels, policies, and practices. In addition, the proxy tables and schedules which disclose the historical pay forms and levels for the Named Executive Officers (NEOs) are fixed in format and do not allow […]
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Posted in Accounting & Disclosure, Boards of Directors, Executive Compensation, Practitioner Publications
Tagged CD&A, Compensation committees, Compensation disclosure, Disclosure, Engagement, Equity-based compensation, Executive Compensation, Incentives, Management, Proxy disclosure, Proxy season, Proxy voting
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Federal Guidance on the Cybersecurity Information Sharing Act of 2015
The Cybersecurity Information Sharing Act of 2015 (“CISA”) was signed into law on December 18, 2015. The law has two main components. First, it authorizes companies to monitor and implement defensive measures on their own information systems to counter cyber threats. Second, CISA provides certain protections to encourage companies voluntarily to share information—specifically, information about […]
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Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged CISA, Compliance and disclosure interpretation, Cybersecurity, Director liability, Disclosure, DOJ, Fiduciary duties, Liability standards, Privacy, Risk, Risk management, Securities regulation
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Accountability and the Pursuit of SEC Clawback Actions
In two recent cases, the SEC affirmatively decided not to bring clawback actions under Section 304 of the Sarbanes-Oxley Act (“SOX”) against executives who reimbursed their respective companies for compensation they received following the filing of misstated financial statements. The first case involved an investigation into the accounting practices of Monsanto Company, a St. Louis-based agribusiness […]
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Posted in Accounting & Disclosure, Executive Compensation, Legislative & Regulatory Developments, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Accountability, Bonuses, CFOs, Clawbacks, Compliance & ethics, Dodd-Frank Act, Executive Compensation, Management, Misconduct, Restatements, SEC, SEC enforcement, Securities enforcement, Securities regulation, SOX, SOX Section 304
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Developments in Corporate Governance and M&A Law in 2015
There were important developments in 2015 in Delaware law concerning issues of corporate governance and/or arising in the context of M&A transactions. These developments arose from a number of sources, including statutory amendments to the Delaware General Corporation Law (DGCL), decisions issued by the Delaware Supreme and Chancery Courts, and SEC interpretive guidance.
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Regulation
Tagged Board independence, Boards of Directors, Charter & bylaws, Conflicts of interest, Delaware cases, Delaware law, Disclosure, Fairness review, Financial advisers, Firm valuation, Forum selection, Inversions, Liability standards, Merger litigation, Mergers & acquisitions, SEC rulemaking, Securities regulation, Settlements, Tax avoidance
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Optimal Inside Debt Compensation and the Value of Equity and Debt
Four decades ago, Jensen and Meckling (1976) provided the first analysis of a hypothetical compensation contract that included both equity and debt for a CEO. But until Bebchuk and Jackson (2005) and Sundaram and Yermack (2007) provided early analyses based on then newly available data on CEO pensions, the dominant view was that debt-like claims […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research, Executive Compensation
Tagged Compensation ratios, Debt-like compensation, Executive Compensation, Incentives, Leverage, Management, Rent-seeking, Risk
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EGC Corporate Governance Practices Survey
Corporate governance has changed dramatically since passage of the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. The level of shareholder engagement and institutional investor expectations regarding governance practices have also changed significantly. The passage of the Jumpstart Our Business Startups Act in April 2012, which helped […]
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Posted in Accounting & Disclosure, Boards of Directors, Comparative Corporate Governance & Regulation, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Charter & bylaws, Disclosure, Emerging markets, Foreign firms, IPOs, JOBS Act, REITs, SEC, Securities regulation, Small firms, Surveys
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Remarks of SEC Chair on Small and Emerging Companies
Good morning. Thank you very much, Sara and Steve. I want to extend a warm welcome to our new Committee members as well as those members who are returning. This Committee has been a continuing source of valuable expertise and advice to the Commission on a variety of important issues, as reflected in the Commission’s […]
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Posted in Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Accredited investors, Capital formation, Compliance and disclosure interpretation, Crowdfunding, Disclosure, IPOs, JOBS Act, Rule 147, SEC, Securities regulation, Small firms
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