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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: Tarik Samman
Corporate Governance Evolves Amid Increasing Sustainability Awareness
Below is an excerpt from the ISS thought leadership paper: Corporate Governance Evolves Amid Increasing Sustainability Awareness. The full paper is available for download from the Institutional Shareholder Services (ISS) online library. KEY TAKEAWAYS Major regulatory initiatives in Europe and in the United States could encourage the consideration of sustainability issues in boards of directors’ decision making. A focus […]
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Posted in Practitioner Publications
Tagged Corporate governance, Executive Compensation, ISS, Proxy voting, Stewardship, Sustainability
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Weekly Roundup: December 9-15, 2022
Remarks by Commissioner Peirce at the American Enterprise Institute Posted by Hester M. Peirce, U.S. Securities and Exchange Commission, on Friday, December 9, 2022 Tags: Form 10-K, Form S-1, GHG Disclosure, Regulation S-X, SEC, SEC enforcement PBCs and the Pursuit of Corporate Good Posted by Lara Aryani, Jess Gorski, Shearman & Sterling LLP, on Friday, […]
Click here to read the complete postStatement by Commissioner Peirce on Final Amendments to Rule 10b5-1 and Other Insider Trading Requirements
Thank you, Chair Gensler. While this rulemaking is more prescriptive and restrictive than I would have preferred, I support it for likely doing more good than bad. It should help insiders to trade without fear of liability, while making it more difficult to misuse 10b5-1 plans. Some evidence cited in the adopting release suggests that […]
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Posted in Practitioner Publications
Tagged 10b5-1, Corporate governance, EDGAR, MNPI, SEC, SEC enforcement
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Statement by Commissioner Uyeda on Final Amendments to Rule 10b5-1 and Other Insider Trading Requirements
Thank you, Chair Gensler. The Commission initially adopted rule 10b5-1 under the Securities Exchange Act of 1934 in the year 2000 and has not revised it since. In the past 22 years, thousands of public company employees, directors, and officers have entered into written plans designed to satisfy rule 10b5-1’s affirmative defenses. These “10b5-1 plans” have […]
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Posted in Practitioner Publications
Tagged 10b5-1, Corporate governance, Insider trading, SEC, SEC enforcement, Securities Exchange Act of 1934
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Executive Compensation Considerations in the 2023 Reporting Season
Prepare for New Pay-Versus Performance Disclosures On August 25, 2022, the SEC adopted final rules requiring public companies to disclose the relationship between the executive compensation actually paid to the company’s named executive officers (NEOs) and the company’s financial performance. The final rules implement the “Pay Versus Performance” disclosure requirements mandated by Section 953(a) of […]
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Posted in Practitioner Publications
Tagged Clawbacks, Executive Compensation, Glass Lewis, ISS, Proxy season, Say on pay, SEC enforcement
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Determining Whether Your Corporate Compliance Program is “Good Enough”
I. Introduction Business leaders of companies operating outside of the financial services industry (“corporates”) are more frequently asking their legal and/or compliance departments a variation of the following question: “Is our company’s compliance program good enough?”. This is a simple question with a complicated answer, and there is no one-size-fits-all approach. However, there are certain […]
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Posted in Practitioner Publications
Tagged Compliance Program, Corporate governance, DOJ Compliance Guidance, Monaco Memo, Risk assessment, U.S. Department of Justice
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Big Three Power, and Why it Matters
In three recent articles – The Agency Problems of Institutional Investors (co-authored with Alma Cohen), Index Funds and the Future of Corporate Governance: Theory, Evidence, and Policy, and The Specter of the Giant Three – we analyzed the stewardship choices of the three largest index fund managers, commonly referred to collectively as the “Big Three.” Our articles identified, analyzed, and […]
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Posted in Academic Research, HLS Research
Tagged ETFs, Index funds, Institutional Investors, Passive Investing, Shareholder activism, Stewardship
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Annual Meeting and Corporate Governance Trends in 2023
Consider New DGCL Amendments Permitting Officer Exculpation Effective August 1, 2022, Section 102(b)(7) of the Delaware General Corporation Law (DGCL) was amended to authorize exculpation of certain senior officers of Delaware corporations from personal liability for monetary damages in connection with breaches of their fiduciary duty of care (the Officer Exculpation Amendment). Explanation of the […]
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Posted in Practitioner Publications
Tagged Climate change, Corporate governance, Cybersecurity, Glass Lewis, ISS, SEC enforcement
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How Companies Are — and Aren’t — Leading on Climate Policy
Introduction In July 2021, Ceres issued a groundbreaking report to assess climate policy lobbying among America’s largest companies. The Practicing Responsible Policy Engagement report found that, even as the largest U.S. companies were increasingly integrating sustainable and climate-friendly practices into their own operations, corporate America was largely failing to use its influence to advocate for […]
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Posted in Practitioner Publications
Tagged Climate change, ESG, Esg governance, S&P 100, SEC, Sustainability
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Preparing your 2022 Form 20-F
This client update highlights some considerations for the preparation of your 2022 annual report on Form 20-F. As in previous years, we discuss both disclosure developments and continued areas of focus for the U.S. Securities and Exchange Commission (SEC). In addition, we highlight certain U.S.-related enforcement matters and other developments of interest to foreign private […]
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Posted in Practitioner Publications
Tagged climate disclosures, COVID-19, Cybersecurity, Form 20-F, Russia, SEC, SEC enforcement, Ukraine
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