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Program on Corporate Governance Advisory Board
- Peter Atkins
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HLS Faculty & Senior Fellows
Author Archives: Tarik Samman
Universal Proxy, Increased Activism and Director Vulnerability
Each fall, Russell Reynolds Associates conducts dozens of meetings with investors, activists, and governance lawyers and professionals, focusing on governance trends. In our most recent meetings, we are hearing that the intersection of the universal proxy, an active environment for traditional shareholder activism, and more assertive institutional investors will bring significant pressure on boards and […]
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Posted in Practitioner Publications
Tagged Corporate governance, Glass Lewis, ISS, Proxy contests, Proxy fights, Shareholder activism
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Mutual Fund Performance at Long Horizons
Most research that considers investor outcomes reports on unconditional or conditional (as in “alpha” estimates) arithmetic means of returns that are measured over relatively short horizons, most often monthly. In contrast, investment and decision horizons can stretch to decades, and differ across investors. We posit that many investors are concerned with the compound returns that […]
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Posted in Academic Research
Tagged Asset management, Investor horizons, Mutual funds, SPY, stock market, Stock performance
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Corporate Governance & Executive Compensation Survey
The Survey consists of a review of key governance characteristics of the Top 100 Companies, including a review of key ESG matters. Board Size and Leadership The average size of the board of the Top 100 Companies has decreased from 12.5 directors in 2015 to 11.8 directors in 2021, and 46 of the Top 100 […]
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Posted in Practitioner Publications
Tagged Board composition, Board of Directors, Compensation ratios, ESG, Esg governance, Executive Compensation, Human capital
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Glass Lewis 2023 Policies Guidelines – United States
Guidelines Introduction Summary of Changes for 2023 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 Diversity Gender Diversity We […]
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Posted in Practitioner Publications
Tagged board diversity, Board of Directors, Clawbacks, Cybersecurity, Disclosure, Pay for performance
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Why Cryptoassets Are Not Securities
FTX’s collapse reiterates the need for comprehensive U.S. regulation of crypto markets. This regulation must have a solid legal foundation, a key pillar of which is a workable framework to distinguish cryptoassets that are securities from those that are not. A new paper provides this framework, by showing why fungible cryptoassets are not themselves securities […]
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Posted in Practitioner Publications
Tagged Cryptoassets, Cryptocurrency, FTX, ICOs, SEC, Securities Act
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Enforcement Authorities Urge Integration of Corporate Compliance Programs in 2023
The fundamental components of effective corporate compliance programs have not changed significantly in recent years. However, United States enforcement authorities are trying to reinvigorate companies’ attention to those programs. U.S. Department of Justice leaders expressed particular concern this year about whether companies have appropriately integrated their compliance departments. In March 2022, the assistant attorney general for […]
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Posted in Practitioner Publications
Tagged Clawbacks, Consumer Protection Act, Dodd-Frank Wall Street Reform, GDPR, legal framework, PIPL, U.S. Department of Justice
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Cybersecurity Disclosures What Progress has been made?
Disclosures on cybersecurity practices for the S&P 500 and the remainder of the Russell 3000 are inching forwards in the face of increased expectations to be introduced by the Securities and Exchange Commission (SEC) in early 2023, though not in every instance. To determine progress, ISS Corporate Solutions assessed data on the Governance Quality Scores […]
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Posted in Practitioner Publications
Tagged Cybersecurity, Governance Quality Scores, Information Security Risks, ISS, Russell 3000, S&P 500, SEC
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ESG and Incentive Compensation Plans: Are Investors Satisfied?
The “stakeholder” view of corporate governance, which argues that corporate decision-makers have a responsibility to consider the impact of corporate activities not only on shareholders but on society as a whole, has long been debated, with some scholars even finding arguments in the writings of Adam Smith that companies may weigh competing stakeholder claims. Recent […]
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Posted in Practitioner Publications
Tagged ESG, Esg governance, ESG Performance, Managmenet, Stakeholders, Sustainability
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SEC Proposes New Rule to Require Investment Advisers to Conduct Additional Oversight of Service Providers
Executive Summary On October 26, 2022, by a 3-2 vote, the Securities and Exchange Commission proposed to require SEC-registered investment advisers to conduct both documented due diligence before hiring, and continued oversight of, third-parties when outsourcing certain functions necessary to the adviser’s provision of investment advice. Proposed Rule 206(4)-11 appears to be the latest SEC […]
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Posted in Practitioner Publications
Tagged Cybersecurity, Investment advisers, Investment Advisers Act, Rule 206, SEC, SEC enforcement
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