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

Delaware Supreme Court Addresses Majority Voting Standards in Director Elections

A recent Delaware Supreme Court decision has significant implications for corporations with majority voting standards where incumbent directors fail to receive the required level of support and tender their resignations to the board of directors. The decision, City of Westland Police & Fire Retirement System v. Axcelis Technologies, Inc., provides stockholders with a roadmap for […]

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Posted in Boards of Directors, Corporate Elections & Voting, Court Cases, Practitioner Publications | Tagged , , , , | 1 Comment

The Optimal Duration of Executive Compensation

In the paper, The Optimal Duration of Executive Compensation: Theory and Evidence, which was recently made publically available on SSRN, we ask several questions: How long does it take for a typical executive pay contract to vest, and how does this vary in the cross-section? Does the mix of short-term and long-term pay affect executive […]

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Posted in Academic Research, Empirical Research, Executive Compensation | Tagged , , | 1 Comment

Additional Major Proxy Reforms Are Possible Next Year

While recent developments have focused attention on the new rule enabling proxy access (Rule 14a-11; available here) and its impact on the 2011 proxy season, the Securities and Exchange Commission (SEC) will also be busy over coming months exploring a major overhaul of the proxy system based on reform concepts presented in their Concept Release […]

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

Governance Lessons from HP

Editor’s Note: This post comes to us from Elise Walton. Ms. Walton is a consultant specializing in corporate governance, strategic organization design and executive leadership. She was formerly a partner at Oliver Wyman for over 18 years, where she led major projects and served as the Corporate Governance practice leader. HP has provided some interesting […]

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Posted in Boards of Directors, Op-Eds & Opinions | Tagged , , , | 4 Comments

Governance Changes Under Dodd-Frank

The Dodd-Frank Act mandates a variety of changes to the governance, disclosure and compensation practices of all public companies. Many of the provisions of the Act require further SEC rulemaking and interpretation before definitive responses can be implemented, but companies should become familiar with the pending changes and take preparatory steps where possible. The purpose […]

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Posted in Legislative & Regulatory Developments, Practitioner Publications | Tagged , , , , | 1 Comment

Diversity in the Boardroom is Important and, Unfortunately, Still Rare

Editor’s Note: Luis A. Aguilar is a Commissioner at the U.S. Securities and Exchange Commission. This post is based on Commissioner Aguilar’s remarks at a recent forum titled “Closing the Gender Gap: Global Perspectives on Women in the Boardroom;” his complete remarks are available here. The views expressed in the post are those of Commissioner […]

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Posted in Boards of Directors, Regulators Materials, Speeches & Testimony | Tagged , | 1 Comment

Access to the Mutual Fund Proxy

One topic missing from the early analysis of the SEC’s proxy access rulemaking [1] has been mutual funds as issuers. Though, a few experts have recognized the importance of mutual funds as shareholders. For example, Ira Millstein and Stephen Davis welcomed proxy access and noted that it “places a colossal bet that shareholders will patrol […]

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Posted in Academic Research, Corporate Elections & Voting, Institutional Investors, Legislative & Regulatory Developments | Tagged , , , , | 1 Comment

The Most Influential People in Corporate Governance

A review of the most recent Directorship 100 list – a list of the most influential people in corporate governance put together each year by Directorship magazine – indicates that individuals affiliated with Harvard Law School and its Program on Corporate Governance play a central role in the corporate governance landscape. This year’s Directorship 100 […]

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The Market Reaction to Corporate Governance Regulation

In the paper, The Market Reaction to Corporate Governance Regulation, which was recently made publicly available on SSRN, we investigate the market reaction to recent legislative and regulatory actions pertaining to corporate governance. The managerial power view of governance suggests that executive pay, the existing process of proxy access, and various governance provisions (e.g., staggered […]

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Posted in Academic Research, Empirical Research, Financial Regulation, Legislative & Regulatory Developments | Tagged , , | 2 Comments

Moving Forward with Corporate Environmental, Social and Governance Disclosure in Canada

Whether the issue is climate change, biodiversity, labour and supply chains, or human rights, corporate sustainability disclosure is of increasing relevance to shareholders.  In a recent report submitted to Ontario, Canada’s minister of finance, the Ontario Securities Commission (OSC) made various recommendations regarding corporate reporting that may be controversial to some, but are a step […]

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Posted in Corporate Social Responsibility, International Corporate Governance & Regulation, Practitioner Publications | Tagged , , | 1 Comment