1. Articles from corpgov.law.harvard.edu

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    1. Letter by SEC Commissioner Robert J. Jackson, Jr. to Congresswoman Maloney

      Letter by SEC Commissioner Robert J. Jackson, Jr. to Congresswoman Maloney

      Dear Chair Maloney:

      Thank you for your July 15 letter regarding my research on the need for transparency in corporate political spending—and your leadership in urging the SEC to ensure that our rules protect American families who invest in public companies that spend investor money on politics. I very much appreciate the opportunity to share further details on this work...

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      Mentions: SEC Politics
    2. Board Pay Under the Microscope

      Board Pay Under the Microscope

      Director pay programs are under greater scrutiny, and S&P 500 companies are striving to anticipate and adapt to this significant change. Compensation limits are at the forefront of this keen interest, with advisory firms Institutional Shareholder Services and Glass Lewis, and shareholders, becoming more vocal and taking direct action. This activism is framed by trends that include avid internal and external interest in board diversity and a shift in board compensation with greater emphasis on equity than on cash pay...

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    3. Fall of the Ivory Tower: Controlled Companies and Shareholder Activism

      Fall of the Ivory Tower: Controlled Companies and Shareholder Activism

      Despite longstanding complaints about governance and the tyranny of a few who may or may not hold a meaningful economic interest in the company they founded and/or now control, investors have continued to allocate to controlled or quasi-controlled companies. What has changed is that minority shareholders are no longer content to sit quietly and go along for the ride, increasingly demonstrating they are willing to pull on the few levers of activism and change available at these companies...

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    4. Loosey-Goosey Governance: Four Misunderstood Terms in Corporate Governance

      Loosey-Goosey Governance: Four Misunderstood Terms in Corporate Governance

      We recently published a paper on SSRN (“Loosey-Goosey Governance: Four Misunderstood Terms in Corporate Governance”) that examines four central concepts that are widely discussed—even foundational to the problem—but loosely defined and poorly understood. A reliable corporate governance system is considered to be an important requirement for the long-term success of a company...

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    5. Climate in the Boardroom

      Climate in the Boardroom

      The world’s largest asset managers BlackRock and Vanguard control the largest blocks of shares in nearly every publicly traded firm in the U.S. The pattern of ownership is seen in the energy and utility industries, and across the companies at which there were critical climate votes in 2019 (see Figure 13). The two asset managers were both in the top five common stock shareholders at all 28 companies with critical climate resolutions...

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    6. Investor Stewardship Reporting and Engagement

      Investor Stewardship Reporting and Engagement

      Vital to rebuilding trust in business is an effective accountability framework based on good stewardship, governance and reporting. Within this, transparency over stewardship of investments plays a fundamental role in providing confidence to a broad range of stakeholders. Pursuing greater transparency drives greater accountability, and promotes a critical shift from short-term thinking to creating long-term value...

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    7. Setting Directors’ Pay Under Delaware Law

      Setting Directors’ Pay Under Delaware Law

      The Delaware Chancery’s refusal to dismiss a derivative allegation in a suit claiming that Goldman Sachs directors were paid excessively may soon provide a decision that offers companies guidance on setting board of director pay (Stein v. Blankfein, Court of Chancery of the State of Delaware, C.A. No. 2017-0354-SG (Del. Ch. May. 31, 2019). This guidance may come despite the court’s initial doubts that the facts, when more fully developed, would yield a holding against Goldman...

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    8. Activist Proxy Slates and Advance Notice Bylaws

      Activist Proxy Slates and Advance Notice Bylaws

      In a recent bench ruling, the Delaware Court of Chancery enforced an advance notice bylaw and thereby precluded an activist investor from nominating a slate of directors and conducting a proxy contest at a company’s annual meeting.  The court enforced the plain terms of the advance notice bylaw, which required that notice of the nominations had to be given by a stockholder of record...

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    9. 5 Steps for Tying Executive Compensation to Sustainability

      5 Steps for Tying Executive Compensation to Sustainability

      The final link in the chain of improving corporate accountability for sustainability is to tie improvements to pay. In a November 2018 article, we explained that companies should use incentives to motivate executives to tap big strategic opportunities related to environmental, social, and governance (ESG) goals...

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    10. Director Overboarding: Global Trends, Definitions, and Impact

      Director Overboarding: Global Trends, Definitions, and Impact

      In the 2019 proxy season, “overboarding” became a center-stage issue for many companies and investors. Several large asset managers, including Vanguard, BlackRock, and LGIM, enhanced their voting guidelines to apply stricter criteria, while some directors serving on multiple public company boards faced significant opposition to their elections. The idea that directors should not serve on too many boards has been a key consideration for investors for many years...

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      Mentions: overboarding
    1-24 of 76 1 2 3 4 »
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