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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
- 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
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Victoria Sidoti
Carrots & Sticks: Understanding the DOJ’s New Compliance Rules
The Department of Justice is pushing companies to police themselves, voluntarily report misconduct and improve compliance programs. The silver lining? Companies that implement strong compliance programs and proactively report bad behavior may see reduced fines – and other dispensations.
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Posted in Practitioner Publications
Tagged CCP, compliance, executive pay, Misconduct, self-disclosure, U.S. Department of Justice (DOJ)
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Refreshing Insider Trading Policies Ahead of Mandatory Public Disclosure
Recent SEC Focus on Insider Trading Insider trading has been a focus of recent regulatory rulemaking and enforcement. In December 2022, the SEC adopted significant rule changes designed to curb perceived abuse of Rule 10b5-1, which allows insiders to avoid liability for trades executed under a prearranged plan that was put in place when they […]
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Posted in Practitioner Publications
Tagged disclosure mandates, ETFs, Insider trading, Mutual funds, SEC
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CEO Succession and The Walt Disney Company
We recently published a paper on SSRN (“CEO Succession and The Walt Disney Company”) that examines long-running succession issues at The Walt Disney Company. CEO succession planning is a critical exercise for any organization. All companies, regardless of the status and performance of their CEO, are expected to have a plan in place to replace […]
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Posted in Academic Research
Tagged Board of Directors, CEO compensation, CEO succession, CEO turnover, Chapek, Disney, Iger, Staggs, succession planning, talent development
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Weekly Roundup: December 15-21, 2023
Investor Alliances: The Infrastructure For Climate Stewardship Posted by Amelia Miazad (University of California at Davis), on Friday, December 15, 2023 Tags: Climate change, climate risk, ESG, investor stewardship, investors Securities and Derivative Litigation: Quarterly Update Posted by Joni Jacobsen, Stuart Steinberg, and Melanie MacKay, Dechert LLP, on Saturday, December 16, 2023 Tags: derivative litigation, […]
Click here to read the complete postA Review of the 2023 Proxy Season: An E&S Backlash?
Over the last several years, companies, shareholders and regulators have focused increasing attention on three areas of investment risk: environmental, social and governance (ESG). While these risks are not strictly financial, investors have increasingly come to expect companies to address the ways in which these matters impact their businesses and the mitigation plans—if any—companies expect […]
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Posted in Practitioner Publications
Tagged anti-ESG, E&S, ESG, Shareholder
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The Carrot and the Stick: Bank Bailouts and the Disciplining Role of Board Appointments
Despite the well-publicized negative effect of bailouts on ex ante incentives, it is often practically infeasible for governments to avoid bailing out failing banks, especially if many banks fail together, i.e., in the presence of systemic risk. However, bailouts are costly, as they are also associated with both ex ante and ex post moral hazard. […]
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Posted in Academic Research
Tagged Bailouts, bank recapitalization, board appointments, Capital Purchase Program, dividend payments, Dividends, TARP
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Why We Still Need the SEC’s Climate-Related Disclosures Rule
Companies face growing financial risks from climate change. Around the world, investors are demanding more consistent, comparable, and reliable information about these risks so that they can make informed investment decisions. Regulators are listening. In March 2022, the Securities and Exchange Commission (SEC) proposed a rule that would require public companies to include in certain […]
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Posted in Academic Research
Tagged Climate, climate and energy policy, Climate Disclosure, SEC, TCFD
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Preparing for Year Two of Pay versus Performance Disclosures
Introduction The SEC’s final Pay versus Performance (PVP) disclosure rules were issued on August 25, 2022. Given the number of implementation issues that were raised as companies struggled to comply with the new rules, the SEC staff issued several Compliance and Disclosure Interpretations (CDIs) to clarify the disclosure requirements: fifteen CDIs were issued on February […]
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Posted in Practitioner Publications
Tagged Compliance and disclosure interpretation, Disclosure, pay versus performance, PVP Disclosure, SEC
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