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

    1-24 of 83 1 2 3 4 »
    1. 2022 Proxy Season – Shareholder Proposal Review

      2022 Proxy Season – Shareholder Proposal Review

      In late 2021 the SEC announced that it would take a new approach to the economic relevance and ordinary business exemptions through the no-action process. This led to the SEC allowing fewer shareholder proposals to be omitted by issuers, and the first half of 2022 saw a significant increase in shareholder proposals that went to a vote. A total of 538 shareholder proposals reached a vote in the first half of 2022. This is a significant increase from 385 in the first half of 2021...

      Read Full Article
    2. How Compensation Decisions Support CEO Succession

      How Compensation Decisions Support CEO Succession

      One of a board’s most important responsibilities is selecting the CEO. Most boards have annual succession planning discussions and robust procedures to prepare for a transition. But, recognizing both the shrinking of leaders’ tenures and the shifting skill sets needed for future success, many boards are now making succession planning a continual process...

      Read Full Article
    3. “Pay Versus Performance” Rule Increase Disclosure Obligations for Public Firms

      “Pay Versus Performance” Rule Increase Disclosure Obligations for Public Firms

      On August 25, 2022, the U.S. Securities and Exchange Commission (the SEC) issued final rules on the “pay versus performance” disclosure. These rules, which were in process for over seven years, dramatically expand the information that public companies will be required to disclose regarding the relationship between their executive compensation and the company’s financial and stock price performance...

      Read Full Article
    4. What Do Elevated Shareholder Expectations Mean for Large Company Boards and Compensation Programs?

      What Do Elevated Shareholder Expectations Mean for Large Company Boards and Compensation Programs?

      Large companies are receiving lower shareholder support for Say on Pay proposals than ever before. Average Say on Pay vote support for S&P 500 companies declined for a fifth consecutive year in 2022. Meanwhile, the average vote for Russell 3000 companies not in the S&P 500 (“R3000x”) stayed constant over the same five-year period. The 2.6 percentage point gap between average vote support in the S&P 500 (87.5%) and the R3000x (90.1%) in 2022 is the widest since Say on Pay voting began in 2011...

      Read Full Article
    5. Inclusive Culture and DE&I: Gold Medal Boards Take the Lead

      Inclusive Culture and DE&I: Gold Medal Boards Take the Lead

      Around the globe, diversity, equity, and inclusion (DE&I) has grown to become a critically important boardroom topic given the increasing focus by legislatures, regulatory bodies, stock exchanges, investors, and the general public. Many of these stakeholders have enhanced their expectations around DE&I because of the growing body of research that shows improving DE&I results in improved business performance, not to mention the reality of an increasingly diverse workforce and labor market...

      Read Full Article
    6. The Enhancement and Standardization of Climate-Related Disclosures for Investors

      The Enhancement and Standardization of Climate-Related Disclosures for Investors

      This post overviews a comment letter that was submitted to the SEC by Mr. Strine and five other academics and practitioners. Related research from the Program on Corporate Governance includes The Illusory Promise of Stakeholder Governance (discussed on the Forum here ) and For Whom Corporate Leaders Bargain (discussed on the Forum here ), both by Lucian A. Bebchuk and Roberto Tallarita; Stakeholder Capitalism in the Time of COVID (discussed on the Forum here ), by Lucian Bebchuk, Kobi Kastiel, and Roberto Tallarita; Restoration: The Role Stakeholder Governance Must Play in Recreating a Fair and Sustainable American Economy – A Reply to Professor Rock ...

      Read Full Article
    7. Board Gender Diversity

      Board Gender Diversity

      To understand market-specific challenges and equip companies with best practices for diversifying boards, we recently conducted an engagement campaign with portfolio companies in markets that have relatively high or low representation of women directors compared to their economic and regional peers. What follows are insights and best practices identified in these engagements...

      Read Full Article
    8. Does Enlightened Shareholder Value Add Value?

      Does Enlightened Shareholder Value Add Value?

      Unlike shareholder value maximization (SV), which calls on corporate leaders to maximize shareholder value, enlightened shareholder value (ESV) combines this prescription with guidance to consider stakeholder interests in the pursuit of long-term shareholder value maximization. In a forthcoming article we recently placed on SSRN, Does Enlightened Shareholder Value Add Value?, we show that replacing SV with ESV should not be expected to benefit stakeholders or society...

      Read Full Article
    9. SEC 2022 Examination Priorities

      SEC 2022 Examination Priorities

      Ranah Esmaili is partner, Victoria Anglin is managing associate, and Marie Fang is an associate at Sidley Austin LLP. This post is based on a Sidley memorandum by Ms. Esmaili, Ms. Anglin, Ms. Fang, Chuck Daly , Laurin Blumenthal Kleiman , and Elizabeth Shea Fries . On March 30, 2022, the U.S. Securities and Exchange Commission (SEC) Division of Enforcement (EXAMS or Division) issued its annual examination priorities...

      Read Full Article
    10. Proposed SEC Cyber Rules: A Game Changer for Public Companies

      Proposed SEC Cyber Rules: A Game Changer for Public Companies

      One month prior to their March 9th announcement, the SEC released their proposed cyber rules specifically for registered investment advisers and registered investment funds. They have now turned their attention to public reporting companies and are proposing regulatory changes to cyber incident reporting, cyber risk management and cyber governance...

      Read Full Article
    11. The Rise of Bankruptcy Directors

      The Rise of Bankruptcy Directors

      Jared Ellias is Professor of Law and Bion M. Gregory Chair in Business Law at the University of California Hastings Law School; Ehud Kamar is Professor of Law at Tel Aviv University Buchmann Faculty of Law; and Kobi Kastiel is Associate Professor of Law at Tel Aviv University, and Lecturer on Law at Harvard Law School. This post is based on their recent paper , forthcoming in the Southern California Law Review...

      Read Full Article
    12. 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...

      Read Full Article
    13. 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 ...

      Read Full Article
    14. 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...

      Read Full Article
    1-24 of 83 1 2 3 4 »
  1. Categories

    1. BoardProspects Features:

      Board Recruitment Publication, BoardBlogs, BoardKnowledge, BoardMoves, BoardNews, BoardProspects Announcements, BoardProspects CEO, CEO Blog, Competitor Corner, In the News, Member Report, Partner Publications, Question of The Week, Sponsored Content
  2. Topics in the News

    1. (46 articles) Board
    2. (43 articles) Corporate Governance
    3. (40 articles) ESG
    4. (40 articles) SEC
    5. (38 articles) stock options
    6. (37 articles) Companies
    7. (34 articles) CEO
    8. (32 articles) Boards
    9. (32 articles) Shareholder
    10. (31 articles) Investors
    11. (7 articles) Boards
    12. (6 articles) Board of Directors
    13. (6 articles) Board
    14. (3 articles) NYSE
    15. (2 articles) Board appointment
    16. (2 articles) Women on Boards
    17. (1 articles) Leadership
    18. (1 articles) Independent Director
    19. (1 articles) Compensation Committee
    20. (1 articles) stock options
  3. Popular Articles

  4. Picture Gallery

    2020 Activist Investor Report Legal Liability for ESG Disclosures On the Purpose and Objective of the Corporation ESG Management and Board Accountability Shareholders’ Rights & Shareholder Activism 2020 2021 Global and Regional Trends in Corporate Governance ESG in 2021 So Far: An Update Five Essential Strategy Questions Boards Should Be Asking ISS 2022 U.S. Policy Updates ESG During the 2022 AGM Season Federal Home Loan Bank of New York Announces Results of 2022 Board of Director Elections Terray Therapeutics Strengthens Leadership with Appointment of Bassil Dahiyat, Ph.D., as Board Independent Director