1. Articles from The Harvard Law School Forum on Corporate Governance

    1-24 of 65 1 2 3 »
    1. ISS 2022 U.S. Policy Updates

      ISS 2022 U.S. Policy Updates

      On December 7, 2021, Institutional Shareholder Services (ISS) published updates to its U.S. benchmark proxy voting policies. Unless specified otherwise, the new policies are applicable to all U.S. company meetings held on or after February 1, 2022. This year, ISS’s key policy updates relate to the issues of board composition and board accountability...

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    2. Silicon Valley and S&P 100: A Comparison of 2021 Proxy Season Results

      Silicon Valley and S&P 100: A Comparison of 2021 Proxy Season Results

      In the 2021 proxy season, 143 of the technology and life sciences companies included in the Fenwick – Bloomberg Law Silicon Valley 150 List (SV 150) and 99 of the companies in the Standard & Poor’s 100 (S&P 100) held annual meetings that typically included voting for the election of directors, ratifying the selection of auditors of the company’s financial statements and voting on executive officer compensation (“say-on-pay”). Annual meetings will often also include voting on ...

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    3. Death by Committee? An Analysis of Corporate Board (Sub-) Committees

      Death by Committee? An Analysis of Corporate Board (Sub-) Committees

      There is a long history of governance reforms that target corporate boards by mandating specific committee structures and director-type requirement. The Securities and Exchange Commission and the New York Stock Exchange first advocated for separate audit committees following the McKesson & Robbins scandal of 1938...

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    4. What Is CEO Overconfidence? Evidence from Executive Assessments

      What Is CEO Overconfidence? Evidence from Executive Assessments

      Steven N. Kaplan is the Neubauer Family Professor of Entrepreneurship and Finance at the University of Chicago Booth School of Business; Morten Sorensen is Associate Professor of Finance at Dartmouth University Tuck School of Business; and Anastasia Zakolyukina is Associate Professor of Accounting at the University of Chicago Booth School of Business. This post is based on their recent paper , forthcoming in the Journal of Financial Economics...

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    5. Investor Behavior in the 2021 Proxy Season

      Investor Behavior in the 2021 Proxy Season

      Dan Konigsburg is Global Corporate Governance Leader, Sharon Thorne is Deloitte Global Board Chair, and Stephen Cahill is Vice Chairman, Deloitte LLP. This post is based on their Deloitte memorandum. Introduction Today, a climate of dynamic, shifting expectations among investors is changing the corporate landscape. Investors are stepping up their engagement and raising their voices through policy and voting as they seek to influence corporate policies, mindsets and activities...

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    6. BlackRock’s Recent Move Could Benefit Shareholder Activists in Election Contests

      BlackRock’s Recent Move Could Benefit Shareholder Activists in Election Contests

      On October 7, 2021, BlackRock, the world’s largest asset management firm, announced that it has launched an initiative to provide its institutional clients, such as pensions and endowments, the opportunity to make their own voting decisions on proxy matters tied to their investments...

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    7. Corporate Board Practices in the Russell 3000, S&P 500, and S&P Mid-Cap 400

      Corporate Board Practices in the Russell 3000, S&P 500, and S&P Mid-Cap 400

      The analysis is based on recently filed proxy statements and complemented by the review of organizational documents (including articles of incorporation, bylaws, corporate governance principles, board committee charters, and other corporate policies made available in the Investor Relations section of companies’ websites)...

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    8. Five Essential Strategy Questions Boards Should Be Asking

      Five Essential Strategy Questions Boards Should Be Asking

      In brief - Management and the board should define “long-term” and develop a strategy that is focused not on where the organization “is going” but where it “can go.” - It is essential for an organization’s talent strategy and ESG priorities to be aligned and integrated with the overall strategy. - Boards can help recalibrate the risk framework to focus on a longer-term horizon ...

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    9. ESG in 2021 So Far: An Update

      ESG in 2021 So Far: An Update

      The rapidly growing focus on environmental, social and governance (ESG) matters that marked 2020 continued to shape events for companies operating or based in the U.K. and Europe in 2021. Discussions of ESG are occurring at all levels, from the boardroom to investors to employees, and governments, regulators and companies are all being encouraged to take these matters into consideration...

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    10. SEC’s Ongoing Scrutiny of Executive Perquisites and Benefits

      SEC’s Ongoing Scrutiny of Executive Perquisites and Benefits

      On August 4, 2021, the U.S. Securities and Exchange Commission (SEC or Commission) announced settled charges against National Beverage Corp. (NBC) relating to NBC’s failure to disclose executive perquisites provided to its CEO. [1] The SEC’s fifth perquisite case in a little over a year, this settlement signals the Commission’s continued focus on undisclosed perks, a priority articulated in 2020...

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    11. Public Company Guide—Planning for Shareholder Engagement

      Public Company Guide—Planning for Shareholder Engagement

      David A. Bell is partner, Ron C. Llewellyn is counsel, and Katherine K. Duncan is partner at Fenwick & West LLP. This post is based on a Fenwick memorandum by Mr. Bell, Mr. Llewellyn, Ms. Duncan, and Ran Ben-Tzur . Today, shareholders are increasingly demanding corporate accountability on a variety of issues, ranging from compensation and human capital management to governance and board diversity, among others...

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    1-24 of 65 1 2 3 »
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