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Program on Corporate Governance Advisory Board
- William Ackman
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier Christine Davine
- Renata J. Ferrari
- John Finley
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper
- Paul Hilal
- Carl Icahn William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
- Daniel Wolf
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
New Rules for Mandatory Clearing in Europe
On August 6, 2015, the European Commission issued a Delegated Regulation (the “Delegated Regulation”) that requires all financial counterparties (“FCs”) and non-financial counterparties (“NFCs”) that exceed specified thresholds to clear certain interest rate swaps denominated in euro (“EUR”), pounds sterling (“GBP”), Japanese yen (“JPY”) or US dollars (“USD”) through central clearing counterparties (“CCPs”). Further, the […]
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Posted in Derivatives, Financial Regulation, International Corporate Governance & Regulation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Clearing houses, Derivatives, ESMA, EU, Europe, European Commission, Financial regulation, International governance, OTC derivatives, Swaps, Swaps entities
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Proxy Access Bylaw Developments and Trends
The significant success of shareholder proxy access proposals this year is likely to result in even more shareholder proposals for proxy access in the 2016 proxy season. As of August 13, 2015, 82 shareholder proxy access proposals have come to a vote in 2015, and 48 have passed. In many cases, shareholder proposals were approved […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Advanced notice, Boards of Directors, Charter & bylaws, Council of Institutional Investors, Director nominations, Institutional Investors, ISS, Proxy access, Proxy advisors, Proxy season, Rule 14a-11, Shareholder activism, Shareholder proposals, Shareholder voting
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D.C. Circuit Court Upholds Conflict Minerals Decision
In the ongoing challenge to the SEC’s conflict minerals rule, the D.C. Circuit Court of Appeals, in a 2-1 decision, issued an opinion on August 18 upholding its April 2014 finding that a key aspect of the rule violates constitutional free-speech guarantees, a decision we discussed in this client newsflash. Last year, the SEC asked […]
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Posted in Accounting & Disclosure, Corporate Social Responsibility, Court Cases, Legislative & Regulatory Developments, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Compliance & ethics, Corporate Social Responsibility, Disclosure, Dodd-Frank Act, Reporting regulation, SEC, SEC enforcement, Securities litigation, Securities regulation, U.S. federal courts
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Pro Forma Compensation
In recent years, companies have begun to voluntarily disclose supplemental calculations of executive compensation beyond those required by the Securities and Exchange Commission in the annual proxy. Our paper, Pro Forma Compensation: Useful Insight or Window-Dressing?, which was recently made publicly available on SSRN, examines the motivation to disclose adjusted compensation and the prevalence of […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, Executive Compensation
Tagged Compensation disclosure, Compensation regulation, Disclosure, Dodd-Frank Act, Equity-based compensation, Executive Compensation, Management, Pay for performance, Public perception, Stock performance, Voluntary Disclosure
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Forty-Four U.S. Senators Support the Rulemaking Petition for Transparency in Corporate Political Spending
We are pleased to report that this week a group of forty-four U.S. Senators 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 forty-four Senators have added their voices to the unprecedented […]
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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, Securities regulation, Shining Light on Corporate Political Spending, Transparency
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Enhancing the Commission’s Waiver Process
Requests for waivers from regulatory disqualifications remain a topic of considerable import—and lively debate—for the Commission. Such requests are typically made when certain individuals or entities become involved in Commission enforcement actions. One consequence of these enforcement actions can be that an entity or individual is automatically disqualified, as mandated by Congress, from conducting certain […]
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Posted in Accounting & Disclosure, Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Accountability, Compliance & ethics, Damage waivers, Disclosure, Investor protection, Misconduct, Public interest, Regulation D, SEC, SEC enforcement, Securities enforcement, Securities regulation, Transparency
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Why University Endowments are Large and Risky
Universities as perpetual ivory towers, though often meant as a pejorative, describes well universities’ special place in society as centers of learning with a mission distinct from that of businesses. Universities create new knowledge via research while preserving and spreading that knowledge through teaching. The social good aspect of universities makes donations critical to funding […]
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Posted in Academic Research, Empirical Research, Institutional Investors
Tagged Endowments, Fund managers, Institutional Investors, Philanthropy, Prudence, Public interest, Risk, Risk-taking, Social capital
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Board Retirement and Tenure Policies
Investors’ increasing focus on board composition includes attention to whether boards are continuing to refresh and recruit new directors in line with the company’s changing strategic goals and risk profile. But the challenges of effective board succession planning can go beyond finding new directors whose skill sets, diversity, character, and availability match the board’s needs—they […]
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Posted in Boards of Directors, Practitioner Publications
Tagged Board composition, Board dynamics, Board turnover, Boards of Directors, Diversity, Oversight, Risk management, Succession
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Corporate Risk-Taking and Public Duty
Although corporate risk-taking is economically necessary and even desirable, it can also be harmful. There is widespread agreement that excessive corporate risk-taking was one of the primary causes of the systemic collapse that caused the 2008-09 financial crisis. To avoid another devastating collapse, most financial regulation since the crisis is directed at reducing excessive corporate […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Financial Crisis, Financial Regulation
Tagged Corporate liability, Financial crisis, Financial regulation, Incentives, Liability standards, Management, Public interest, Risk, Risk assessment, Risk-taking, SIFIs, Systemic risk
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ISS 2016 Proxy Voting Policy
Institutional Shareholder Services (ISS) is seeking feedback on policy questions as part of its process for updating its policies for the 2016 proxy season. Corporate issuers should consider communicating company views on proxy voting issues by participating in the survey, which can be accessed here. [1] Feedback is due by September 4, 2015 at 5:00 p.m. ET. Survey […]
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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Capital allocation, Charter & bylaws, Compensation disclosure, Director nominations, Executive Compensation, Institutional Investors, ISS, Poison pills, Proxy access, Proxy advisors, Proxy season, Proxy voting, Say on pay, Shareholder proposals, Shareholder rights, Surveys
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