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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
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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Recap of the 2015 Proxy Season
Simpson Thacher & Bartlett LLP recently released a PowerPoint deck, titled “Recap of the 2015 Proxy Season: What Happened, Lessons Learned and Looking Ahead to 2016.” The deck (available here) provides an overview of the 2015 proxy season, as well as in-depth analysis regarding key developments, proposals and trends from the proxy season.
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Boards of Directors, Institutional Investors, ISS, No-action letters, Proxy access, Proxy advisors, Proxy season, Proxy voting, Rule 14a-8, SEC, SEC enforcement, Securities regulation, Shareholder proposals, Shareholder voting
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“Is Short-Term Behavior Jeopardizing the Future Prosperity of Business?”
In a must-read report highlighting the pressures public companies face to meet quarterly guidance, maximize immediate profits and extract value today instead of investing for the future, the Conference Board examines what is driving short-term behavior and outlines what can be done to restore balance. The following specially selected highlights from the report and associated […]
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Posted in Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Executive Compensation, Institutional Investors, Long-Term value, Shareholder activism, Shareholder value, Short-termism
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The Delaware Courts and the Investment Banks
A doctrinal innovation in Delaware law that first appeared a year ago is threatening to mature into a full-on trend: through the tort of “aiding-and-abetting” fiduciary breach, the Delaware courts, accepting the invitation of the stockholder-plaintiffs’ bar, have begun to take on the task of regulating the M&A advisory function of investment banks. In October […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Securities Litigation & Enforcement
Tagged Boards of Directors, Conflicts of interest, Delaware cases, Delaware law, Director liability, Duty of care, Fiduciary duties, Financial advisers, Investment banking, Liability standards, Merger litigation, Mergers & acquisitions
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Fund Advisers and Fee Disclosure in SEC Enforcement Action
October 7, 2015, the US Securities and Exchange Commission (the Commission or SEC) entered into a settlement agreement with Blackstone Management Partners L.L.C., Blackstone Management Partners III L.L.C., and Blackstone Management Partners IV L.L.C. (collectively, Blackstone) regarding certain Blackstone fee and expense disclosure practices. Without admitting or denying the Commission’s findings, Blackstone consented to a […]
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Posted in Accounting & Disclosure, Banking & Financial Institutions, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Compliance & ethics, Conflicts of interest, Disclosure, Fiduciary duties, Financial institutions, Investment advisers, Investment Advisers Act, Misconduct, SEC, SEC enforcement, SEC investigations
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Building a Dynamic Framework for Offering Reform
I am very pleased to be here to help kick off the 47th Annual Securities Regulation Institute. As some of you know, I am no stranger to this program, nor is the SEC staff. I have participated since my early days as U.S. Attorney, and its tremendous success is largely due to its tireless organizers. […]
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Posted in Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Capital formation, Compliance and disclosure interpretation, Crowdfunding, Disclosure, Information environment, Investor protection, IPOs, JOBS Act, Regulation A, Regulators, Rule 506, SEC, SEC rulemaking, Securities regulation, Small firms
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ISS Preliminary 2016 Voting Policy Updates
Today [October 26, 2015], ISS announced it is considering changing its U.S. voting policies in three areas heading into the 2016 proxy season: (i) when a sitting CEO or a non-CEO director will be viewed as “overboarded “on account of service on multiple boards, (ii) unilateral board actions that reduce shareholder rights (with a focus […]
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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Boards of Directors, Classified boards, Director nominations, Executive Compensation, Institutional Investors, International governance, ISS, Majority voting, Overboarding, Proxy advisors, Proxy season, Say on pay, Shareholder rights, Shareholder voting
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The SEC Proposed Clawback Rule
On July 1, 2015, the Securities and Exchange Commission (SEC) issued Proposed Rule 10D-1 relating to so-called “clawbacks” pursuant to Section 10D of the Securities and Exchange Act of 1934 (the Exchange Act). Section 10D of the Exchange Act was added by Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of […]
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Posted in Accounting & Disclosure, Executive Compensation, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Accountability, Accounting, Clawbacks, Compensation disclosure, Executive Compensation, Financial reporting, Incentives, Liability standards, Management, Restatements, SEC, SEC rulemaking, Securities regulation
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