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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
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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Deal Activism
In today’s robust M&A environment, parties to a potential merger or acquisition must anticipate and manage “deal activism.” Just as all companies and boards should prepare for shareholder activism generally, deal participants should plan for the possibility that, after a deal is announced, activists may seek a higher price, encourage a topping bid for all […]
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Posted in Boards of Directors, International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications
Tagged Appraisal rights, Arbitrage, Board communication, Boards of Directors, Engagement, Hedge funds, International governance, Merger litigation, Mergers & acquisitions, Shareholder activism, Shareholder value
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Harvard Convenes the 2015 Executive Compensation & Corporate Governance Roundtable
The Harvard Law School Program on Corporate Governance and the Harvard Law School Program on Institutional Investors convened the Harvard Roundtable on Executive Compensation & Corporate Governance last Wednesday, October 21, 2015. The event brought together for a roundtable discussion 62 prominent experts with a wide range of perspectives on the subject, including senior officers from leading […]
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Posted in Executive Compensation, Program News & Events
Tagged Clawbacks, Executive Compensation, Institutional Investors, Pay for performance, Program on Corporate Governance, Program on Institutional Investors
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Are Institutions Informed About News?
Who is informed on the stock market? There are plenty of reasons to believe that institutional investors possess value-relevant information. Unlike retail investors, institutions often directly communicate with publicly traded firms as well as brokerage firms through their investment banking, lending, and asset management divisions. Most mutual funds and hedge funds employ buy-side analysts and […]
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Posted in Academic Research, Accounting & Disclosure, Banking & Financial Institutions, Empirical Research, Institutional Investors
Tagged Earnings announcements, Financial institutions, Information asymmetries, Information environment, Insider trading, Institutional Investors, Market efficiency, Market reaction, Stock analysts, Stock returns
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Fifty-Eight Members of the US House of Representatives Support the Rulemaking Petition for Transparency in Corporate Political Spending
We are pleased to report that a group of fifty-eight members of the House of Representatives last week sent a letter to SEC Chair Mary Jo White expressing support for the rulemaking petition on corporate political spending submitted by the committee of corporate and securities law experts that we co-chaired. We are delighted that these fifty-eight members […]
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Posted in Academic Research, Accounting & Disclosure, Legislative & Regulatory Developments, Securities Regulation
Tagged Citizens United v. FEC, Disclosure, Political spending, Rulemaking Petition on Corporate Political Spending, SEC, SEC rulemaking, Shining Light on Corporate Political Spending
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Exceptions to Rule 14a-8 Shareholder Proposals Exclusion
Yesterday [October 22, 2015], the Staff of the Securities and Exchange Commission’s Division of Corporation Finance issued Staff Legal Bulletin No. 14H. SLB14H formally narrows the long-standing approach to interpreting Rule 14a-8(i)(9), which permits a company to exclude a shareholder proposal that otherwise complies with Rule 14a-8 from its proxy statement “[i]f the proposal directly […]
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Posted in Corporate Elections & Voting, Executive Compensation, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Executive Compensation, No-action letters, Precatory proposals, Proxy access, Proxy disclosure, Proxy season, Rule 14a-8, SEC, SEC rulemaking, Shareholder proposals, Shareholder rights, Shareholder voting
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ISS Global Policy Survey 2015-2016
Recently, Institutional Shareholder Services Inc. (“ISS”) released the results of its global policy survey for 2015-2016 (the “Survey”). [1] The Survey reflects the results of 421 responses from a combination of institutional investors, corporate issuers, asset managers, pension funds, mutual funds, endowments and others. Each year, ISS typically considers the results of its annual global policy surveys […]
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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Board independence, Boards of Directors, Charter & bylaws, Equity-based compensation, Executive Compensation, Institutional Investors, IPOs, ISS, Proxy access, Proxy advisors, Proxy voting, Say on pay, Shareholder rights, Shareholder voting
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Big Data and Analytics in the Audit Process
In today’s business environment characterized by constant disruption, slow growth and uncertainty, boards face more challenges than ever in creating a risk-aware corporate culture and establishing sound risk governance and controls. In just the last few years, the terms “big data” and “analytics” have become hot topics in company boardrooms around the world. For many, embracing […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged Audit committee, Boards of Directors, Compliance & ethics, Cybersecurity, External auditors, Firm performance, Information environment, Internal auditors, Management, Risk assessment, Risk committee
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The Long Arm of Governance Activism
As U.S. public pension funds—longstanding proponents of corporate governance and shareholder proposal-style activism in the U.S.—and other U.S. investors allocate capital throughout the world, they are increasingly considering whether and how to apply their strategies and tactics for increasing shareholder power, changing governance norms, influencing boards and management teams and driving the adoption of their […]
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Posted in Boards of Directors, Corporate Elections & Voting, Corporate Social Responsibility, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Boards of Directors, CalPERS, Engagement, Globalization, Institutional Investors, International governance, Japan, Pension funds, Proxy advisors, Shareholder activism, Shareholder power, Shareholder proposals
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