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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
“Pay Versus Performance” Rule Proposed by SEC Under Dodd-Frank
“We are drowning in information, while starving for wisdom.” —E.O. Wilson [1] On April 29, the Securities and Exchange Commission announced its proposal to add a new Item 402(v), captioned “Pay versus Performance,” to Regulation S-K. [2] The SEC announced the proposed rule pursuant to Dodd-Frank Section 953(a). [3] Section 953(a) directs the SEC to […]
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Posted in Accounting & Disclosure, Executive Compensation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Compensation disclosure, Disclosure, Dodd-Frank Act, Executive Compensation, Financial reporting, Proxy disclosure, Regulation S-K, SEC rulemaking
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Third Circuit Provides Guidance on Excluding Shareholder Proposals
On Monday, the U.S. Court of Appeals for the Third Circuit released its opinion in Trinity Wall Street v. Wal-Mart Stores, Inc. [1] The Court had issued an earlier order, without an opinion, that Wal-Mart could exclude Trinity’s Rule 14a-8 shareholder proposal relating to the sale of firearms with high-capacity magazines from Wal-Mart’s proxy materials […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Proxy materials, Rule 14a-8, SEC, SEC rulemaking, Securities litigation, Securities regulation, Shareholder activism, Shareholder proposals, U.S. federal courts
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Chamber of Commerce Airs Grievances Related To Internal Controls Inspections
In recent months, issues related to internal control systems and reporting have taken on an increased profile and significance. For example, as previously noted by the authors here and here, the SEC has sought to prioritize compliance with internal controls by initiating a growing number of investigations into companies based on allegations of inadequate internal controls. By way […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement
Tagged Audits, Compliance & ethics, Cost-benefit analysis, Disclosure, PCAOB, Risk, Risk management, SEC, Securities enforcement, SOX
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Shareholder Proposal Developments During the 2015 Proxy Season
This post provides an overview of shareholder proposals submitted to public companies for 2015 shareholder meetings, including statistics, notable decisions from the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) on no-action requests, and information about litigation regarding shareholder proposals. I. Shareholder Proposal Statistics and Voting Results A. Shareholder Proposals Submitted According […]
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Posted in Corporate Elections & Voting, Practitioner Publications, Securities Litigation & Enforcement
Tagged No-action letters, Proxy access, Proxy materials, Proxy season, Proxy voting, Rule 14a-8, SEC, SEC enforcement, Securities enforcement, Shareholder proposals, Shareholder voting
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SEC Proposes Compensation Clawback Rules
On July 1, 2015, the Securities and Exchange Commission (SEC), by a 3-2 vote, proposed long-awaited rules [1] mandated by Section 954 of the Dodd-Frank Act that would direct the national securities exchanges and associations to establish listing standards that would require any company to adopt, disclose and comply with a compensation clawback policy as […]
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Posted in Executive Compensation, Practitioner Publications, Securities Regulation
Tagged Clawbacks, Compensation disclosure, Equity-based compensation, Executive Compensation, Financial reporting, Restatements, SEC, SEC rulemaking
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Revisiting the Regulatory Framework of the US Treasury Market
Yesterday [July 13, 2015], staff members of the federal agencies that comprise the Interagency Working Group for Treasury Market Surveillance (“Working Group”) issued a joint report concerning the so-called “flash crash” that occurred in the U.S. Treasury market on October 15, 2014 (the “Report”). I commend the staff of all the agencies for their hard […]
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Posted in Banking & Financial Institutions, Financial Crisis, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Algorithmic trading, Bonds, Financial crisis, High-frequency trading, Liquidity, Market efficiency, SEC, Securities regulation, Sovereign debt, Systemic risk, Treasury Department
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SEC Seeks Input on Enhanced Disclosures for Audit Committees
At an open meeting held on July 1, 2015, the Securities and Exchange Commission (“SEC”) issued a concept release addressing the prospect of enhanced disclosures for audit committees. The much-publicized concept release is available here and requests comment on a number of possible changes to existing SEC disclosure requirements about the work of audit committees, […]
Click here to read the complete postResponding to Institutional Investor Requests for Access to Independent Directors
Recent statements by BlackRock, State Street, Vanguard and other institutional investors clearly articulate their expectation that companies should provide access to independent directors and should adopt a structure for regular investor/director communications. In responding to these requests, there is a range of approaches that companies could adopt which, in each case, should be tailored to […]
Click here to read the complete postCustodial Bank’s Technical Failure Results in Dell Stockholders Losing Appraisal Rights
In In re Appraisal of Dell (July 13, 2015), Vice Chancellor Laster, stating that he was compelled by Delaware Supreme Court precedent, applied a “strict” interpretation of the “Continuous Holder Requirement” of the Delaware appraisal statute. The Vice Chancellor, granting summary judgment in favor of Dell, Inc., held that the funds seeking appraisal of almost […]
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Posted in Banking & Financial Institutions, Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Appraisal rights, Arbitrage, Banks, Beneficial owners, Books and records, Delaware cases, Delaware law, Merger litigation, Mergers & acquisitions
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Four Takeaways from Proxy Season 2015
As the 2015 proxy season concludes, some key developments stand out. Most significantly, a widespread investor campaign for proxy access ignited the season, making proxy access the defining governance topic of 2015. The campaign for proxy access is closely tied to the increasing investor scrutiny of board composition and accountability, and yet—at the same time—the […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Board composition, Boards of Directors, Corporate Social Responsibility, Engagement, Environmental disclosure, Hedge funds, Institutional Investors, Proxy access, Proxy season, Shareholder activism, Shareholder voting
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