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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
Corporate Governance and Diversity
Earlier this year, Germany joined the ranks of countries such as Norway, France, Italy, Belgium, and Iceland by enacting a quota to increase the number of women in its corporate boardrooms. Starting in 2016, both genders must make-up at least 30 percent of specified German companies’ supervisory boards. The news from Germany provoked decidedly negative reactions in […]
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Posted in Academic Research, Boards of Directors, Corporate Social Responsibility, Empirical Research, International Corporate Governance & Regulation
Tagged Board composition, Board dynamics, Boards of Directors, Corporate culture, Corporate Social Responsibility, Diversity, EU, Europe, Germany, International governance, Norway
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Foreign Antitakeover Regimes
The confluence of a number of overlapping factors—including an uptick in global and cross-border M&A activity, a resurgence in unsolicited takeover offers, the continued flow of tax inversion transactions, and the growth of activism in non-U.S. markets—means that U.S. companies and investors are more often facing unfamiliar takeover (and antitakeover) regimes as they evaluate and […]
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Posted in International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications
Tagged Antitakeover, Canada, EU, Europe, France, Hostile takeover, International governance, Mergers & acquisitions, Netherlands, Poison pills, Shareholder voting, Takeover defenses, Takeovers, UK
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A Reassessment of the Clearing Mandate
Following the financial crisis, the G-20 nations committed to a raft of reforms for swap markets. These reforms are intended to mitigate systemic risk, and with it, the damage that failing financial institutions inflict on the financial sector and the broader economy. A core component of the reforms is the introduction of the “clearing mandate” […]
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Posted in Academic Research, Banking & Financial Institutions, Derivatives, Financial Crisis, Financial Regulation, International Corporate Governance & Regulation
Tagged Banks, Clearing houses, Credit default swaps, Credit supply, Derivatives, Dodd-Frank Act, Financial crisis, Financial institutions, International governance, Liquidity, Market efficiency, Swaps, Swaps entities, Systemic risk
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Proxy Access: Best Practices
The Council of Institutional Investors (CII) believes that proxy access is a fundamental right of longterm shareowners. Proxy access—a mechanism that enables shareowners to place their nominees for director on a company’s proxy card—gives shareowners a meaningful voice in board elections. CII’s members-approved policy on proxy access states, in part:
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Charter & bylaws, Council of Institutional Investors, Institutional Investors, Proxy access, Proxy voting, Shareholder nominations, Shareholder proposals, Shareholder rights, Shareholder voting
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CII on Proxy Access
[On August 5, 2015] the Council of Institutional Investors (“CII”), a nonprofit association of corporate, public and union employee benefit funds and endowments that seeks to promote effective corporate governance practices for U.S. companies and strong shareholder rights and protections, published a report titled “Proxy Access: Best Practices” that describes CII’s views on seven provisions […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Charter & bylaws, Council of Institutional Investors, Institutional Investors, Proxy access, Proxy voting, Rule 14a-11, Shareholder nominations, Shareholder proposals, Shareholder rights, Shareholder voting
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Securities Class Action Filings—2015 Midyear Assessment
Plaintiffs brought 85 new federal class action securities cases in the first half of 2015, according to Securities Class Action Filings—2015 Midyear Assessment, a report compiled by Cornerstone Research and the Stanford Law School Securities Class Action Clearinghouse. This represents a decrease from the second half of 2014, when plaintiffs filed 92 securities class actions. The […]
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Posted in Empirical Research, Practitioner Publications, Securities Litigation & Enforcement
Tagged Class actions, Filings, SEC, Securities fraud, Securities litigation, U.S. federal courts
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D.C. Circuit Upholds Privilege For Internal Investigation Documents
Earlier this week, the D.C. Circuit Court of Appeals for the second time granted a writ of mandamus and vacated district court orders that would have provided for the disclosure of privileged documents created in the course of a company’s internal investigation. In Re Kellogg Brown & Root, Inc., No. 14-5319 (Aug. 11, 2015). As noted […]
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Posted in Accounting & Disclosure, Court Cases, Practitioner Publications
Tagged Attorney-client privilege, Commercial litigation, Compliance & ethics, Confidentiality, Disclosure, Discovery, Internal auditors, U.S. federal courts
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SEC Adopts CEO Pay Ratio Disclosure Rule
On August 5, 2015, the Securities and Exchange Commission (SEC), by a 3-2 vote, adopted rule amendments [1] to implement Section 953(b) of the Dodd-Frank Act, which requires public companies to disclose the “pay ratio” between its CEO’s annual total compensation and the median annual total compensation of all other employees of the company. [2] The pay […]
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Posted in Accounting & Disclosure, Executive Compensation, Practitioner Publications, Securities Regulation
Tagged Compensation disclosure, Compensation ratios, Dodd-Frank Act, Dodd-Frank s.953, Executive Compensation, Management, Regulation S-K, Say on pay, SEC, SEC enforcement, SEC rulemaking
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An Interview with Chief Justice Strine
As your predecessor Chief Justice Myron Steele was stepping down in 2013, Directorship asked him if he had any words of advice for his successor. Chief Justice Steele suggested that his successor be prepared for crisis management because you never know what’s going to happen. So, I’m curious: have you had a crisis so far? […]
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Posted in Boards of Directors, Institutional Investors, International Corporate Governance & Regulation, Mergers & Acquisitions, Op-Eds & Opinions, Practitioner Publications, Securities Regulation
Tagged Board performance, Boards of Directors, Delaware cases, Delaware law, Dodd-Frank Act, Fiduciary duties, Institutional Investors, International governance, Mergers & acquisitions, Rule 14a-8, Securities regulation, Shareholder activism
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Special Meeting Proposals
Shareholders petitioning the board for the special meeting right propose either to create the right or, in circumstances where the right already exists, to lower the minimum share ownership threshold required to exercise the right. As of June 30, 2015, 339 companies in the S&P 500 and Fortune 500 already provided their shareholders with the […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Board meetings, Boards of Directors, Glass Lewis, Institutional Investors, ISS, Proxy advisors, Proxy season, Proxy voting, Rule 14a-8, SEC, SEC rulemaking, Securities regulation, Shareholder proposals, Shareholder rights, Shareholder voting
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