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

ISS and Glass Lewis Update Proxy Voting Guidelines for 2015

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Saturday, November 29, 2014

Institutional Shareholder Services Inc. (“ISS”) and Glass Lewis have both released updates to their respective proxy voting guidelines. [1] ISS’s revised policies will take effect for annual meetings occurring on or after February 1, 2015. Glass Lewis’s new policies will take effect for meetings occurring after January 1, 2015, while its clarifications of existing policies […]

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Global Banks at a Strategic Crossroad

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, November 28, 2014

In Q1 and early Q2 2014, SSgA actively engaged with 15 global banks ahead of the proxy voting season. These engagements were conducted jointly with members of SSgA’s investment and governance teams. Our engagement addressed specific governance issues at each bank and also encompassed a wider discussion on the changing regulatory landscape and its impact […]

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New York Appeals Court Applies Business Judgment Rule to Going Private Transaction

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, November 26, 2014

On November 20, 2014, the New York Appellate Division, First Department, in a case of first impression under New York law, ruled in favor of Kenneth Cole in a litigation where minority shareholders had challenged the fashion designer’s transaction to take private Kenneth Cole Productions, Inc. Mr. Cole controlled approximately 89% of KCP’s voting power […]

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Advantages of Board Actions on a “Clear Day”

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, November 26, 2014

In its landmark 1971 Chris-Craft decision, the Delaware Supreme Court observed that “inequitable action does not become permissible simply because it is legally possible.” This quote aptly captures the two-stage inquiry that Delaware courts will apply when reviewing a challenged board action—first determining the legality of the action, and second appraising the equity, or fairness, […]

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Protecting the Technological Infrastructure of Our Capital Markets

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, November 25, 2014

Today [November 19, 2014], the Commission considers adopting Regulation Systems, Compliance, and Integrity (or Regulation SCI). These rules and amendments are intended to establish a foundational regulatory framework for the technological market infrastructure that has become increasingly intertwined with the functioning of our securities markets. The rules being considered for adoption today represent a clear […]

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Lawyers as Professionals and Citizens: Key Roles and Responsibilities in the 21st Century

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, November 25, 2014

We have written a detailed essay presenting practical vision of the responsibilities of lawyers as both professionals and as citizens at the beginning of the 21st century. Specifically, we seek to define and give content to four ethical responsibilities that we believe are of signal importance to lawyers in their fundamental roles as expert technicians, […]

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The Next Wave of Proxy Access Proposals

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, November 24, 2014

The Comptroller of the City of New York, who oversees pension funds with a combined $160 billion in assets, recently submitted proxy access shareholder proposals at 75 U.S. public companies as part of its Boardroom Accountability Project. [1] These 75 companies, representing a wide range of industries and market capitalizations, were targeted based on three […]

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Revisiting Executive Pay in Family-Controlled Firms

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, November 24, 2014

In our paper, Revisiting Executive Pay in Family-Controlled Firms, which was recently made publicly available on SSRN, we reexamine executive pay in family-controlled firms and challenge the findings in the existing literature. According to the prior literature, family executives of family-controlled firms receive lower compensation than non-family executives. Using 82 family-controlled firms in the U.S. […]

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Successful Motions to Dismiss Securities Class Actions in 2014

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Sunday, November 23, 2014

Motions to dismiss have been called “the main event” in securities class actions. They are filed in over 90% of securities class actions and they result in dismissal close to 50% of the time they are filed. In contrast, out of 4,226 class actions filed between 1995 and 2013, only 14 were resolved through a […]

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Operational Risk Capital: Nowhere to Hide

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Saturday, November 22, 2014

The Basel Committee on Banking Supervision (BCBS) last month proposed revisions to its operational risk capital framework. The proposal sets out a new standardized approach (SA) to replace both the basic indicator approach (BIA) and the standardized approach (TSA) for calculating operational risk capital. In our view, four key points are worth highlighting with respect […]

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