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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 Christine Davine
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
ISS Proposes New Approach to Independent Chair Shareholder Proposals
Calls for independent board chairs were the most prevalent type of shareholder proposal offered for consideration at U.S. companies’ annual meetings in 2014. As of June 30, 62 of these proposals have come to a shareholder vote, up from 55 resolutions over the same time period in 2013. Notably, the number of proposals calling for […]
Click here to read the complete postISS QuickScore 3.0
Yesterday evening, Institutional Shareholder Services (ISS) announced its third iteration of the Governance QuickScore product, with QuickScore 3.0 scheduled to be launched on November 24, 2014 for the 2015 proxy season. Companies will have from November 3rd until 8pm Eastern time on November 14th to verify the underlying raw data and submit updates and corrections […]
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Posted in Corporate Elections & Voting, Practitioner Publications
Tagged General governance, ISS, Proxy advisors, QuickScore
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Shadow Banking and Bank Capital Regulation
The term “shadow banking system” refers to the institutions that do not hold a banking license, but perform the basic functions of banks by refinancing loans to the economy with the issuance of money-like liabilities. Roughly speaking, licensed banks refinance the loans that they hold on their balance sheets with deposits or interbank borrowing, whereas […]
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Posted in Academic Research, Banking & Financial Institutions, Financial Regulation
Tagged Arbitrage, Banks, Capital requirements, Financial institutions, Financial regulation, Shadow banking
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ISS Spotlights Independent Chair Shareholder Proposals and Equity Compensation Plans
On October 15, 2014, Institutional Shareholder Services (“ISS”) released proposed amendments to its proxy voting policies for the 2015 proxy season. ISS is seeking comments by 6:00 p.m. EDT on October 29, 2014. [1] ISS has stated that it expects to release its final 2015 policies on or around November 7, 2014. The policies as […]
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Posted in Corporate Elections & Voting, Practitioner Publications
Tagged Board independence, Equity-based compensation, Executive Compensation, ISS, Non-executive chairman, Proxy advisors, Proxy voting, Shareholder proposals
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Elements of an Effective Whistleblower Hotline
It has been reported that approximately two-thirds of companies in the U.S. are affected by fraud, losing an estimated 1.2% of revenue each year to such activity. [1] Indirect costs associated with fraud, such as reputational damage and costs associated with investigation and remediation of the fraudulent acts, may also be substantial. When and where […]
Click here to read the complete postISS Proposes Equity Plan Scorecards
As issues around cost transparency and best practices in equity-based compensation have evolved in recent years, ISS proposes updates to its Equity Plans policy in order to provide for a more nuanced consideration of equity plan proposals. As an alternative to applying a series of standalone tests (focused on cost and certain egregious practices) to […]
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Posted in Corporate Elections & Voting, Practitioner Publications
Tagged Equity-based compensation, Executive Compensation, ISS, Proxy advisors, Proxy voting, Transparency
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Updated CD&A Template Aims to Improve Communication
In 2011, CFA Institute released the Compensation Discussion and Analysis (CD&A) Template as a tool to help companies produce a more succinct and informative CD&A that served the needs of both companies and investors. At the time there were complaints from both issuers and investors that the typical CD&A was seen by too many issuers […]
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Posted in Accounting & Disclosure, Executive Compensation, Practitioner Publications
Tagged CD&A, Compensation disclosure, Engagement, Executive Compensation, Proxy materials, Shareholder communications
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Shareholder Returns of Hostile Takeover Targets
This morning [October 22, 2014], Institutional Shareholder Services (ISS) issued a note to clients entitled “The IRR of ‘No’.” The note argues that shareholders of companies that have resisted hostile takeover bids all the way through a proxy fight at a shareholder meeting have incurred “profoundly negative” returns following those shareholder meetings, compared to alternative […]
Click here to read the complete postOpacity in Financial Markets
In my paper, Opacity in Financial Markets, forthcoming in the Review of Financial Studies, I study the implications of opacity in financial markets for investor behavior, asset prices, and welfare. In the model, transparent funds (e.g., mutual funds) and opaque funds (e.g., hedge funds) trade transparent assets (e.g., plain-vanilla products) and opaque assets (e.g., structured products). Investors […]
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Posted in Academic Research, Financial Regulation, Institutional Investors
Tagged Agency model, Financial regulation, Hedge funds, Information asymmetries, Information environment, Institutional Investors, Moral hazard, Mutual funds, Transparency
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