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

Say-on-Pay Litigation: Part Deux

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, December 11, 2012

In recent months, several public companies have been subjected to lawsuits by plaintiffs alleging inadequacy of executive compensation disclosure for purposes of the non-binding advisory shareholder vote on executive compensation (“say-on-pay”) required by the Dodd-Frank Act. In some cases, the complaints regarding say-on-pay disclosure have accompanied complaints regarding disclosure of amendments to equity compensation plans […]

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ISS Moderates Proposed Voting Policy Updates for the 2013 Proxy Season

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, December 10, 2012

Institutional Shareholder Services has released its 2013 Corporate Governance Policy Updates, which represent a more moderate approach than the proposals it released for comment in October. These changes, which will generally apply for the 2013 proxy season, continue the trend of narrowing director discretion in matters traditionally considered to be within directors’ authority. In addition, […]

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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications | Tagged , , , , , | Comments Off on ISS Moderates Proposed Voting Policy Updates for the 2013 Proxy Season

(Why) Are US CEOs Paid More?

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, December 10, 2012

The high pay of U.S. CEOs relative to their foreign counterparts has been cited as evidence of excesses in U.S. executive compensation practices. This perception of a “pay divide” between the United States and the rest of the world is usually based on estimates provided by professional services firms like Towers Watson that receive a […]

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Money Market Funds: FSOC Proposes Reforms

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Sunday, December 9, 2012

On November 13, 2012, the Financial Stability Oversight Council (FSOC), faced with a Securities and Exchange Commission (SEC) that has been deadlocked over whether or how to address concerns about money market funds (MMFs), voted unanimously to propose three MMF reforms. The vote was the FSOC’s first exercise of its power under section 120 of […]

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Posted in Financial Regulation, Practitioner Publications, Securities Regulation | Tagged , , , , , | 1 Comment

Myths and Realities of Say on Pay “Engagement”

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Saturday, December 8, 2012

Corporate America has weathered (with mixed results) two years of annual “Say on Pay” votes and is gearing up for a third. One theme which emerged during 2012 is that companies should not view the annual vote as a 60-90 day event that needs to be managed as best as possible given the hand the […]

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Rethinking the Annual Meeting

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, December 7, 2012

During the past decade the Annual General Meeting has become a forum for confrontation with shareholders as much as an assembly for the conduct of company business. In today’s environment, companies planning their AGMs must prepare for an array of potential disruptions that can include organized opposition to agenda items, opportunistic activism and campaigns to […]

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Posted in Corporate Elections & Voting, Practitioner Publications | Tagged , , | 1 Comment

Campbell, Iridium, and the Future of Valuation Litigation

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, December 7, 2012

Five years ago, two landmark federal court valuation decisions, VFB LLC v. Campbell Soup Co., 482 F.3d 624 (3d Cir. 2007), and In re Iridium Operating LLC, 373 B.R. 283 (Bankr. S.D.N.Y. 2007), held that contemporaneous market evidence—rather than discounted cash flow or other after-the-fact analyses created by paid experts for purposes of litigation—should be […]

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Reporting on Corporate Sustainability Performance

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, December 6, 2012

A growing number of corporations are releasing stand-alone sustainability reports. To provide insight into corporate sustainability performance, many reports contain sets of performance indicators. However, questions remain about what should be reported and the indicators disclosed vary widely. This report presents an analysis of the indicators disclosed in 94 Canadian corporate sustainability reports. Sustainability policies, […]

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Posted in Academic Research, Corporate Social Responsibility, International Corporate Governance & Regulation | Tagged , , , | 2 Comments

Key Issues for Directors in 2013

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, December 5, 2012

For a number of years, as the new year approaches, I have prepared for boards of directors a one-page list of the key issues that are newly emerging or will be especially important in the coming year. Each year, the legal rules and aspirational best practices for corporate governance, as well as the demands of […]

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Executive Turnover Following Option Backdating Allegations

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, December 5, 2012

In the paper, Executive Turnover Following Option Backdating Allegations, forthcoming in The Accounting Review, we investigate how the Board of Directors and the managerial labor market (two private-sector monitoring mechanisms) respond to an allegation of option backdating. Allegations have been directed at numerous well-known public companies, including Microsoft, Apple, Home Depot, Costco, and United Health. […]

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