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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
2015 Corporate Governance & Executive Compensation Survey
We are pleased to share Shearman & Sterling’s 2015 Corporate Governance & Executive Compensation Survey of the 100 largest US public companies. This year’s Survey, the 13th in our series, examines some of the most important governance and executive compensation practices facing boards today and identifies best practices and merging trends. Our analysis will provide you with insights into how companies approach governance issues and will […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Executive Compensation, Practitioner Publications
Tagged Board composition, Board independence, Board leadership, Boards of Directors, Clawbacks, Compensation disclosure, Diversity, Engagement, Executive Compensation, Proxy access, Say on pay, Shareholder activism, Shareholder proposals, Shareholder voting, Surveys
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ISS Proposed 2016 Policy Changes
Yesterday [October 27, 2015], Institutional Shareholder Services released its key draft proposed proxy voting policy changes for the 2016 proxy season. ISS is seeking comments by 6:00 p.m. EDT on November 9, 2015. ISS expects to release its final 2016 policies on November 18, 2015. [1] The policies as updated will apply to meetings held on or after February […]
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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Classified boards, Compensation disclosure, Executive Compensation, Institutional Investors, IPOs, ISS, Management, Overboarding, Proxy voting, REITs, Say on pay, Shareholder rights, Shareholder voting
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SEC Enforcement Actions Against Investment Advisers
According to the SEC’s most recent financial report, as of August 2014, SEC-registered investment advisers managed $62.3 trillion in assets. Not surprisingly, investment advisers attract a great deal of attention from the SEC’s Enforcement Division. The Division of Enforcement’s Asset Management Unit has 75 professionals spread across all 12 SEC offices. The group has developed […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Asset management, Compliance & ethics, Compliance and disclosure interpretation, Compliance officer, Conflicts of interest, Cybersecurity, Disclosure, Fiduciary duties, Investment advisers, Investment Advisers Act, Investor protection, SEC, SEC enforcement, Securities enforcement
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Fair Price and Process in Delaware Appraisals
On October 21, 2015, the Delaware Court of Chancery issued a post-trial opinion in an appraisal action in which it yet again found that the merger price was the most reliable indicator of fair value. Vice Chancellor Glasscock’s opinion in Merion Capital LP v. BMC Software, Inc., No. 8900-VCG (Del. Ch. Oct. 21, 2015), underscores, […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Appraisal rights, Delaware cases, Delaware law, Fair values, Fiduciary duties, Firm valuation, Go-shop, Going private, Merger litigation, Mergers & acquisitions
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Securing Our Nation’s Economic Future
These days it has become fashionable to talk about a subject some of us have been addressing for some time: [1] whether the incentive system for the governance of American corporations optimally encourages long-term investment, sustainable policies, and therefore creates the most long-term economic and social benefit for American workers and investors. Many commentators have […]
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Posted in Accounting & Disclosure, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Executive Compensation, HLS Research, Practitioner Publications, Securities Regulation, Speeches & Testimony
Tagged Accountability, Corporate governance, Corporate Social Responsibility, Financial policies, Institutional Investors, Long-Term value, Securities regulation, Shareholder activism, Short-termism, Social policies, Sustainability, Taxation, Transparency
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SEC Rulings on Shareholder Proposals and Ordinary Business Rule
On October 22, 2015, the Securities and Exchange Commission’s (“SEC” or “Commission”) Division of Corporation Finance (the “Division”) issued Staff Legal Bulletin No. 14H (“SLB 14H”), setting forth a dramatically different standard for when it will concur that a shareholder proposal that conflicts with a company proposal can be excluded from the company’s proxy statement […]
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Posted in Corporate Elections & Voting, Executive Compensation, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Executive Compensation, No-action letters, Proxy access, Proxy voting, Rule 14a-8, SEC, SEC rulemaking, Securities regulation, Shareholder proposals, Shareholder voting
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Making Capital Formation Work for Smaller Companies and Investors
Small businesses are vital to our nation’s economic growth and well-being. In fact, our nation’s small business owners create almost two out of every three new jobs and employ more than half of the U.S. workforce. It is therefore important to provide opportunities for entrepreneurs and investors to come together and put capital to productive […]
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Posted in Legislative & Regulatory Developments, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Accredited investors, Broker-dealers, Capital formation, Capital markets, Crowdfunding, Investor protection, JOBS Act, Liquidity, Regulation A, Regulation D, SEC, Securities regulation, Small firms, Tech companies
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Opening Remarks at Equity Market Structure Advisory Committee Meeting
The discussions at our inaugural meeting underscored for me how invaluable this Committee’s insights are as the Commission continues its efforts to ensure that the equity markets optimally meet the needs of investors—both large and small—and issuers of all sizes. With the careful consideration, input, and approval of each of the Commissioners, we have been […]
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Posted in Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Capital markets, Equity capital, Investor protection, Market conditions, SEC, Securities regulation
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Evolving Equity Markets Require Constant Attention
I want to extend a warm welcome to the members of the Equity Market Structure Advisory Committee (“Committee”). I appreciate the work that you do and, in turn, how this work informs the Commission’s efforts to fulfill its mission. I also want to welcome everyone in the audience, whether participating in person or via the […]
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Posted in Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Algorithmic trading, Capital markets, Equity capital, Exchange-traded funds, High-frequency trading, Investor protection, Liquidity, Market efficiency, Risk oversight, SEC, Securities regulation
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