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HLS Faculty & Senior Fellows
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
BlackRock’s Move to Expand Proxy Voting Choice Creates Unknowns
BlackRock, the world’s largest asset manager, announced on October 7, 2021 that it will start giving certain of its institutional index equity clients the ability to instruct BlackRock how those clients would like their votes to be cast at shareholder meetings of companies in BlackRock’s index funds. This move is savvy. BlackRock can look like […]
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Posted in Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Asset management, BlackRock, Index funds, Institutional Investors, Proxy voting, Securities lending, Shareholder voting, Short sales
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SEC Dramatically Changes the Rules for Proxy Contests
On November 17, 2021, the U.S. Securities and Exchange Commission (SEC) adopted new Rule 14a-19 and amendments to existing rules under the Securities Exchange Act of 1934 to require the use of “universal” proxy cards in all nonexempt director election contests at publicly traded companies in the U.S. The new “Universal Proxy Rules” contain only […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Director nominations, Institutional Investors, Proxy voting, SEC, SEC rulemaking, Securities regulation, Shareholder nominations, Shareholder voting, Universal proxy ballots
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Statement by Commissioner Roisman on Proposed Amendments Related to Proxy Voting Advice
Over the past several years, much has been said about what the rise in fund ownership throughout our equity markets might mean for our economy. But one outcome of increasing fund growth is clear: as funds come to own an ever larger percentage of U.S. corporate equities, they can influence the outcome of a variety […]
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Posted in Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Glass Lewis, Institutional Investors, Institutional Shareholder Services Inc., Proxy advisors, Proxy voting, SEC, SEC rulemaking, Securities regulation, Shareholder voting
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Weekly Roundup: November 12-18, 2021
M&A/PE Update Posted by Gail Weinstein, Philip Richter, and Steven J. Steinman, Fried, Frank, Harris, Shriver & Jacobson LLP, on Friday, November 12, 2021 Tags: Antitrust, Appraisal rights, Delaware cases, Delaware law, FTC, Merger litigation, Mergers & acquisitions, Private equity, Securities litigation, Termination Optimizing The World’s Leading Corporate Law: A 20-Year Retrospective and Look Ahead Posted by Lawrence A. Hamermesh (University of Pennsylvania), Jack B. Jacobs […]
Click here to read the complete postStatement by Commissioner Crenshaw on Universal Proxy
Congratulations to the rulemaking team from the Division of Corporation Finance, as well as the staff within the Division of Economic and Risk Analysis and the Office of the General Counsel. This rulemaking has been several years in the making, and I am glad that we are here today to finalize it. The reality of […]
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Posted in Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Institutional Investors, Proxy voting, SEC, SEC rulemaking, Securities regulation, Shareholder voting, Universal proxy ballots
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Statement by Commissioner Peirce on Universal Proxy
I support universal proxy, but not today’s version of universal proxy. Shareholders voting by proxy should be able to split their vote among company and dissident nominees. Allowing shareholders a straightforward way of choosing a mixed slate through a universal proxy card can facilitate sensible changes to board composition. Universal proxy makes sense for both […]
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Posted in Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Institutional Investors, Proxy voting, SEC, SEC rulemaking, Securities regulation, Shareholder activism, Shareholder voting, Universal proxy ballots
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Statement by Commissioner Lee on Proposed Amendments Related to Proxy Voting Advice
Proxy advisors play a unique and important role in helping shareholders vote to protect their investments and ensure their interests are being served. It is therefore important that our rules do not interfere with the independence of proxy voting advice, introduce unnecessary cost and complexity into an already compressed proxy voting process, or otherwise burden […]
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Posted in Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Glass Lewis, Institutional Investors, Institutional Shareholder Services Inc., Proxy advisors, Proxy voting, SEC, SEC rulemaking, Securities regulation, Shareholder voting
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Remarks by Commissioner Crenshaw Remarks at the PepsiCo-PwC CPE Conference
Thank you for the kind introduction Kevin [Gould]. It’s a pleasure to be here today at the annual PepsiCo-PwC CPE conference, which I understand is a tradition going back 18 years now. I appreciate the opportunity to speak, and I look forward to answering your questions today. It’s not often—even in this job—that I find […]
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Posted in Accounting & Disclosure, Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Accounting, Climate change, Cybersecurity, Disclosure, ESG, Internal control, Risk management
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The Rescue of Fannie Mae and Freddie Mac–Module F: Federal Reserve’s Large-Scale Asset Purchase (LSAP)
In the Fall of 2008, the bursting of the US housing market and the subprime mortgage crisis that it spurred had sent shock waves throughout the financial system. For over a year, the Federal Reserve had been responding to tensions in the credit markets. Many markets had all but frozen in the wake of the […]
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Posted in Academic Research, Bankruptcy & Financial Distress, Financial Crisis, Financial Regulation
Tagged Asset-backed securities, Fannie Mae, Federal Reserve, Financial crisis, Financial regulation, Freddie Mac, Mortgage lending, Quantitative easing
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