1. Articles from corpgov.law.harvard.edu

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    1. Board Diversity by U.S. Region

      Board Diversity by U.S. Region

      Under SB-826, California became the first state to pass legislation to require that publicly traded companies have at least one woman on their board. Specifically, companies in California will need to achieve this by 2019. Starting in 2021, the required number of women on boards will increase based on the overall size of the board. For example, if a board has five directors, two of them must be women, and if it has six or more directors, three of them must be women. Companies that fail to recruit the requisite number of women will face a $100,000 fine for ...

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    2. The Road Ahead for Shareholder Activism

      The Road Ahead for Shareholder Activism

      Notwithstanding that shareholder activist funds themselves continue to have below-market returns, shareholder activism continues to expand and intensify. While many commentators have cited 2018 as a “record year” for activism in terms of number of campaigns, capital deployed, number of activists involved, first-time activists, and board seats obtained, the growth of activism from 2017 to 2018 was modest, particularly when campaigns against an announced merger and short seller campaigns are excluded. In addition, first time targets in the U.S. represented less than 43% of financial activist’s targets...

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    3. Preventing the Destruction of Shareholder Value in M&A Transactions

      Preventing the Destruction of Shareholder Value in M&A Transactions

      The interests of shareholders are too often subjugated to those of interested parties. This circumstance has resulted in the transference of significant value from the rightful owners, the shareholders, to those unentitled. Institutional fund managers have undertaken commendable initiatives toward improving compliance with environmental, social and governance...

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    4. US Corporate Governance: Turning Up the Heat

      US Corporate Governance: Turning Up the Heat

      U.S. public companies face a wide array of challenges, from greater market volatility and increasing economic and geopolitical uncertainty to disruptive technologies, artificial intelligence, social media and cybersecurity incidents The new year also began with a shutdown of the federal government and a divided government, reflecting deep societal schisms on numerous and varied questions that may impact the environment in which companies and boards operate...

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    5. Public Markets for the Long Term: How Successful Listed Companies Thrive

      Public Markets for the Long Term: How Successful Listed Companies Thrive

      By some accounts, public markets are out of fashion. Detractors point to the decline of IPOs in developed economies and the growth of private capital pools over the last few years. But these trends tell only one side of the story. Private markets are doing well, but their success does not suggest the decline of public markets. Public markets continue to be an essential driver of wealth creation, innovation, and capital stability for high-performing companies. Despite the short-term pressures of public markets, the best-managed companies can and do take advantage of the benefits public markets have to offer. For companies ...

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      Mentions: Management SEC IPO
    6. S&P 500 CEO Compensation Increase Trends

      S&P 500 CEO Compensation Increase Trends

      CEO pay continues to be an extensively discussed topic in the media, in the boardroom, and among investors and proxy advisors. CEO total direct compensation (TDC; base salary + actual bonus paid + grant value of long-term incentives [LTI]) has increased at a moderate pace in recent years—in the 2-6% range for 2011-2016. However, CEO pay accelerated in 2017 at an 11% increase, likely reflecting sustained robust financial and total shareholder return (TSR) performance. Our CEO pay analysis is focused on historical actual TDC, which reflects actual bonuses; this is different from target TDC or target pay opportunity, which uses target ...

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    7. CEO Pay Trends Around the Globe

      CEO Pay Trends Around the Globe

      Since the passage of Say on Pay under the Dodd-Frank Act in July 2010, greater attention has been paid to executive compensation in an effort to bring transparency and oversight to the total compensation of executives of U.S. public companies. In 2018, the SEC expanded the Dodd-Frank Act further with Section 953(b), requiring companies to disclose the ratio of the total compensation of the chief executive officer to that of the median employee on an annual basis...

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    8. The Long View: US Proxy Voting Trends on E&S Issues from 2000 to 2018

      The Long View: US Proxy Voting Trends on E&S Issues from 2000 to 2018

      Appearances can be very deceiving. Case in point: The high-level summary numbers of voting results over the last nineteen years seem to indicate that little has changed regarding proxy voting behavior among investors owning U.S. companies. A simple analysis of median vote support levels for management and shareholder proposals seems to reveal stasis—support levels remain at approximately the same levels they were back in the early to middle 2000s...

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    9. Dealing with Activist Hedge Funds and Other Activist Investors

      Dealing with Activist Hedge Funds and Other Activist Investors

      Regardless of industry, size or performance, no company should consider itself immune from hedge fund activism. No company is too large, too popular, too new or too successful. Even companies that are respected industry leaders and have outperformed the market and their peers have come under fire. Activists set new records in 2018, targeting the largest number of companies (nearly 300), deploying more capital and winning a greater number of board seats (161) than ever before...

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    10. A Proposed Alternative to Corporate Governance and Theory of Shareholder Primacy

      A Proposed Alternative to Corporate Governance and Theory of Shareholder Primacy

      On August 15, 2018, U.S. Senator Elizabeth Warren of Massachusetts introduced proposed legislation, the Accountable Capitalism Act, in the U.S. Senate. The legislation would require all U.S. corporations with $1 billion or more in annual revenues to obtain a federal charter as a “United States corporation” and would obligate corporate directors to consider the interests of all corporate stakeholders in their corporate governance activities...

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    11. The Regulation of Proxy Advisors

      The Regulation of Proxy Advisors

      Recently, the Senate Committee on Banking, Housing and Urban Affairs held a hearing on various legislative proposals aimed at improving corporate governance, including the Corporate Governance Reform and Transparency Act, H.R. 4015, that would regulate the activities of proxy advisory firms like Institutional Shareholder Services (ISS) and Glass Lewis...

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    12. Some Thoughts for Boards of Directors in 2018

      Some Thoughts for Boards of Directors in 2018

      As 2017 draws to a conclusion and we reflect on the evolution of corporate governance since the turn of the millennium, a recurring question percolating in boardrooms and among shareholders and other stakeholders, academics and politicians is: what’s next on the horizon for corporate governance? In many respects, we seem to have reached a point of relative stasis. The governance and takeover defense profiles of U.S. public companies have been transformed by the widespread adoption of virtually all of the “best practices” advocated to enhance the rights of shareholders and weaken takeover defenses.

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    13. Global and Regional Trends in Corporate Governance for 2018

      Global and Regional Trends in Corporate Governance for 2018

      At the end of each year, Russell Reynolds Associates interviews over 30 institutional and activist investors, pension fund managers, public company directors, proxy advisors, and other corporate governance professionals in five key markets regarding the trends and challenges that public company boards will face in the following year.

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    14. Activism’s New Paradigm

      Activism’s New Paradigm

      Gregory Taxin is Managing Director at Spotlight Advisors. This post is based on a publication which originally appeared in Corporate Board Member magazine. Related research from the Program on Corporate Governance includes The Long-Term Effects of Hedge Fund Activism by Lucian Bebchuk, Alon Brav, and Wei Jiang (discussed on the Forum here ); The Myth that Insulating Boards Serves Long-Term Value by Lucian Bebchuk (discussed on the Forum here ); and Who Bleeds When the Wolves Bite...

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    15. 2016 Corporate Governance & Executive Compensation Survey

      2016 Corporate Governance & Executive Compensation Survey

      This year’s Survey, the 14th in our series, examines some of the most important governance and executive compensation practices facing boards today and identifies best practices and emerging trends. Our analysis will provide you with insights into how companies approach governance issues ...

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    16. The Board’s Role in FCPA Compliance

      The Board’s Role in FCPA Compliance

      For directors of public companies with foreign operations, “FCPA” is a dreaded acronym. In recent years, compliance with the Foreign Corrupt Practices Act has become a key area of focus for boards and management. Enforcement of the FCPA has increased markedly since 2004, and the U.S. Securities and Exchange Commission and the Department of Justice have made it clear that they intend to prosecute individuals as well as public companies ...

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    17. Corporate Culture and the Role of Boards

      Corporate Culture and the Role of Boards

      Corporate Culture and the Role of Boards Posted by UK Financial Reporting Council , on Saturday, August 13, 2016 More from: UK Financial Reporting Council This post is based on a report produced by the United Kingdom’s Financial Reporting Council. The FRC’s mission is to promote high quality corporate governance and reporting to foster investment. The UK has a good reputation in this field which has underpinned a substantial amount of business success, but it is by no means perfect.....

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    1-24 of 32 1 2 »
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