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

2022 Glass Lewis Policy Guidelines: United States

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Sunday, November 21, 2021

Summary of Changes for 2022 Glass Lewis evaluates these guidelines on an ongoing basis and formally updates them on an annual basis. This year we’ve made noteworthy revisions in the following areas, which are summarized below but discussed in greater detail in the relevant section of this document: Board Gender Diversity We have expanded our […]

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ESG Global Study 2021

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Saturday, November 20, 2021

Global investors strongly prefer an active approach to ESG. Threequarters use active funds to integrate environmental, social and governance (ESG) issues — more than double the proportion using passive funds and trackers. Rather than investing in funds that merely screen out unethical sectors, investors want managers to identify and manage ESG risks and opportunities through […]

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BlackRock’s Move to Expand Proxy Voting Choice Creates Unknowns

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Saturday, November 20, 2021

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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SEC Dramatically Changes the Rules for Proxy Contests

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, November 19, 2021

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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Statement by Commissioner Roisman on Proposed Amendments Related to Proxy Voting Advice

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, November 19, 2021

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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Weekly Roundup: November 12-18, 2021

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, November 19, 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 […]

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Statement by Commissioner Crenshaw on Universal Proxy

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, November 18, 2021

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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Statement by Commissioner Peirce on Universal Proxy

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, November 18, 2021

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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Statement by Commissioner Lee on Proposed Amendments Related to Proxy Voting Advice

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, November 18, 2021

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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Remarks by Commissioner Crenshaw Remarks at the PepsiCo-PwC CPE Conference

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, November 17, 2021

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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