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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
Statement by Commissioner Peirce on Final Rules Regarding Clawbacks of Erroneously Awarded Compensation
What we are doing today—implementing the statutory clawbacks mandate—is commendable. But how we are doing it—expansively, inflexibly, and impractically—is not. Accordingly, I cannot vote to adopt this rule. Section 954 of the Dodd-Frank Act generally requires the Commission to direct exchanges to require listed companies to “develop and implement a policy” for disclosing how they […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Clawbacks, Dodd-Frank Act, Dodd-Frank s.953, legal framework, SEC, SEC enforcement
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Statement by Chair Gensler on Final Rule Amendments Regarding Shareholder Reports
Today, the Commission is considering whether to adopt final rule amendments that update and modernize funds’ shareholder reports and make certain other updates regarding how funds advertise to investors. I am pleased to support these final rules because, if adopted, they would help investors better understand fund disclosures and help ensure that the information investors […]
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Posted in Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Disclosure, legal framework, regulation, SEC, SEC enforcement, shareholder advocacy
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Statement by Commissioner Peirce on Final Rule Amendments Regarding Shareholder Reports
Thank you, Chair Gensler. This shareholder report rulemaking represents a worthwhile next step in the Commission’s ongoing effort to improve the quality and usability of mutual fund disclosure. I have questions and reservations about many of the choices we have made and believe the step forward could have been bigger. Nevertheless, the good here outweighs […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged EDGAR, FINRA, legal framework, Mutual funds, SEC, SEC enforcement
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Remarks by Commissioner Uyeda at the Georgetown Law Hotel and Lodging Summit
Good afternoon everyone. Thank you, Bob [Lannan], for the kind introduction. I’m pleased to share some thoughts on climate disclosure, which reflect my individual views as a Commissioner and do not necessarily reflect the views of the full Commission or my fellow Commissioners. In March 2022, the Commission proposed sweeping changes for issuers regarding climate […]
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Posted in Accounting & Disclosure, Banking & Financial Institutions, Legislative & Regulatory Developments, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged climate disclosures, Disclosure, legal framework, Materiality, SEC, SEC enforcement
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Weekly Roundup: October 21-27, 2022
Is Your Board Effective? Posted by Rich Fields and Rusty O’Kelley, Russell Reynolds Associates, on Friday, October 21, 2022 Tags: board effectiveness, Board evaluation, Board of Directors, Executive value, external evaluations, internal evaluation, Proxy advisors A Graphical Look at U.S. Shareholder Proposals in 2022 Posted by Subodh Mishra, Institutional Shareholder Services, Inc., on Friday, October […]
Click here to read the complete postMaking It Plain: SSGA Asset Stewardship Approach
At State Street Global Advisors, we use a risk-based approach to identifying issues that we believe have the most material impact on the long-term value of our clients’ assets. We elevate outcome-oriented stewardship priorities each year based on factors such as market trends, financial materiality and portfolio impact. As near-permanent holders of capital, it is […]
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Posted in Practitioner Publications
Tagged Asset management, Board of Directors, Corporate culture, Engagement, investor, Proxy voting
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Shareholders’ Rights & Shareholder Activism Trends and Developments
Trends and Developments Shareholders’ Rights and Shareholder Activism in the USA Shareholders of public companies must navigate a complex landscape that includes both government regulation and the by-laws of the companies whose shares they hold. Two recent opinions from the Delaware Chancery Court underscore the importance for shareholders of careful timetable management and adherence to […]
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Posted in Practitioner Publications
Tagged Beneficial owners, Boards of Directors, Schedule 13D, SEC, Shareholder activism, Shareholder Bill of Rights
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The ESG Fiduciary Gap
The largest fiduciary breach and the most significant antitrust violation of our time may be hiding in plain sight: a small group of large asset managers are using a vast base of client funds to advocate for social agendas unrelated to those clients’ long-run financial interests. The largest three U.S. passive asset managers—BlackRock, State Street, […]
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Posted in Practitioner Publications
Tagged Antitrust, BlackRock, Duty of loyalty, ESG, Fiduciary duties, Stakeholders
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Shareholder Activism in 2022
This year, shareholder activism continued its post-COVID surge, with an increase in both the number of campaigns launched and the size of companies targeted. But while overall activity increased year-over-year, there was a decrease in the number of proxy fights, with more campaigns settling. It remains to be seen whether the onset of the universal […]
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Posted in Boards of Directors, Practitioner Publications
Tagged Board of Directors, ESG, Rule 14a-8, Schedule 13D, SEC, Shareholder activism
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The Current Landscape in Executive Compensation as Reflected in the 2022 Proxy Season
Introduction Pay Governance LLC provides counsel and advice to the Board of Directors’ Compensation Committees of more than 400 prominent publicly-traded companies. We frequently are requested to attend meetings of the Compensation Committee to provide our insights and advice regarding trends and developments as well as to render technical advice and services in executive compensation. […]
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Posted in Banking & Financial Institutions, Boards of Directors, Practitioner Publications
Tagged Board of Directors, ESG, Executive Compensation, GAAP, ISS, Proxy season, Say on pay, SEC
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