Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation

Proxy Access: The 2015 Proxy Season and Beyond

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, July 6, 2015

Although the 2015 annual meeting season is still winding down, there is no doubt that proxy access has gained considerable momentum and will remain a front-and-center corporate governance issue for the foreseeable future. For the boards of directors of the many companies who were bystanders on this issue for the 2015 proxy season, the question […]

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DGCL Amendments Authorize Exclusive Forum Provisions and Prohibit Fee-Shifting Provisions

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, July 6, 2015

A great deal of attention has been paid over the past few years to efforts made by corporations to control in which courts internal corporate claims may be brought or to compel unsuccessful plaintiffs in internal corporate claims to pay the defendant’s attorneys’ fees and costs. Recently enacted amendments [1] to the Delaware General Corporation […]

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SEC and CFTC Turn to Swaps and Security-Based Swaps Enforcement

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Sunday, July 5, 2015

The week of June 15, 2015 saw two of the first publicly announced enforcement actions brought by the Securities and Exchange Commission (“SEC”) and the Commodity Futures Trading Commission (“CFTC”) to enforce security-based swap and swap regulatory requirements under Title VII of the Dodd-Frank Act. The SEC accepted an offer of settlement from a web-based […]

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Fed’s Volcker Relief for Foreign Funds

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Saturday, July 4, 2015

On Friday, June 12, 2015, the Federal Reserve (Fed) began addressing the question of whether foreign funds should be considered “banking entities” under the Bank Holding Company Act (BHCA), and therefore be subject to the Volcker Rule’s proprietary trading restriction. The Fed’s guidance (provided in the form of a “Frequently Asked Question,” or FAQ) clarifies […]

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SEC Proposes Rules on Mandatory Clawback Policies

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, July 3, 2015

On July 1, 2015, the Securities and Exchange Commission proposed rules to require issuers of securities listed on U.S. stock exchanges to adopt and enforce clawback policies applicable to incentive-based compensation received by current and former executives in the three-year period preceding the date the issuer is required to prepare an accounting restatement due to […]

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Clawbacks of Erroneously Awarded Compensation

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, July 2, 2015

A few months ago, the baseball world celebrated the 90th birthday of Yogi Berra, the legendary former catcher and manager for the New York Yankees. Yogi Berra is well-known for his witty comments, often referred to as “Yogi-isms.” [1] Several come to mind today, as we consider another rulemaking related to executive compensation. “Pair up […]

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Does the SEC’s New “Compensation Actually Paid” Help Shareholders?

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, July 2, 2015

On April 29, 2015, the SEC released proposed rules on public company pay‐for‐performance disclosure mandated under the Dodd‐Frank Act. Pay Governance has analyzed the proposed rules and the implications for our clients’ proxy disclosures and pay‐for‐performance explanations to investors. We are concerned about the validity of describing a company’s pay‐for‐performance alignment using the disclosure mandated […]

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Making Executive Compensation More Accountable

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, July 1, 2015

When it comes to compensation, Americans believe you should earn your money. They also believe, just as strongly, that you should not keep what you did not earn. It’s fundamental to our values. However, when companies have to restate their financial statements because they violated applicable reporting requirements, their executives may not be required to […]

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Public Pension Funds’ Shareholder-Proposal Activism

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, July 1, 2015

America’s largest publicly traded companies are facing more shareholder proposals in 2015, driven principally by a “proxy access” campaign led by New York City Comptroller Scott Stringer, who oversees the city’s $160 billion pension funds for public employees. Elected in 2013, Stringer has launched a Boardroom Accountability Project seeking, in part, proxy access, which grants […]

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The Role of Chief Compliance Officers Must be Supported

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, June 30, 2015

Chief Compliance Officers of Investment Advisers (CCOs) play an important and crucial role in fostering integrity in the securities industry. They are responsible for making sure that their firms comply with the rules that apply to their operations. As part of that effort, CCOs typically work with senior corporate leadership to instill a culture of […]

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