Boards of public corporations have more independent directors than ever before. Sixty percent of boards of S&P 500 companies are not only majority independent, but have a single insider on the board: the CEO. While Jamie Dimon is still CEO … Read more
The following comes to us from Jillian Popadak, an applied economics doctoral student in the Business Economics and Public Policy Department at Wharton, University of Pennsylvania.
Corporate governance affects firm value, capital productivity and economic growth. Given its economic importance, … Read more
ISS Proxy Advisory Services recently recommended that shareholders of a small cap bank holding company, Provident Financial Holdings, Inc., withhold their votes from the three director candidates standing for reelection to the company’s staggered board (all of whom serve on … Read more
The following comes to us from Bernard S. Sharfman, Visiting Assistant Professor of Law at Case Western Reserve University School of Law.
In this era of shareholder activism, there are still many attorneys and academics who believe that the traditional … Read more
The following comes to us from the Honorable Judge Jed S. Rakoff, who sits in the U.S. District Court for the Southern District of New York. Judge Rakoff is also an adjunct professor at Columbia Law School and will be … Read more
The following comes to us from Felix Zhiyu Feng, a PhD candidate from the department of economics at Duke University
The lucrative compensation of Wall Street bankers and executives has always been an issue of media interest and public concern. … Read more
Are corporations “persons” with constitutional rights? The Supreme Court has famously avoided addressing the issue head on. In Citizens United, which like no other decision in recent memory elevated the importance of the question whether organizations can assert constitutional rights,… Read more
Over the last two years, there has been significant media coverage of Securities and Exchange Commission settlements that contain no admissions of wrongdoing—sometimes referred to as “Neither Admit, Nor Deny” agreements—and the lack of criminal charges for the 2008 financial … Read more
On September 30, the staff of the Securities and Exchange Commission’s (the “SEC”) Division of Trading and Markets addressed an issue of great interest to the compliance and legal community concerning the circumstances under which the compliance and legal staffs
The recent increase in the frequency and success with which “willful blindness” theories have been asserted in litigation may have long term implications for the corporate director’s liability profile.
Willful blindness is an aggressive liability theory that seeks to expand … Read more
Mary Jo White promised Congress she would pursue a “bold and unrelenting” enforcement program as Chairman of the Securities and Exchange Commission (“SEC”). In public remarks last week, White reiterated her desire for the Enforcement Division “to be everywhere” and … Read more
In my article, The Pension System and the Rise of Shareholder Primacy, which has recently appeared in the Seton Hall Law Review, I explore the influence of the pension system on corporate governance, particularly shareholder primacy and the relationship … Read more
A committee of law professors that I co-chair with Lucian Bebchuk has petitioned the Securities and Exchange Commission to develop rules requiring public companies to disclose the use of shareholder money on politics. The petition has drawn over 500,000 supportive comments, more than any rulemaking proposal in the SEC’s history, including support from institutional investors and Members of Congress along with a sitting Commissioner. Although the SEC confirmed last year that it was considering the proposal and added disclosure of political spending to its regulatory agenda, the Commission has not yet announced whether it will require public companies to tell investors whether and how their money is being spent on politics.
This afternoon, I will join U.S. Senators Bob Menendez and Elizabeth Warren, along with John Coates of Harvard Law School, for a briefing on why the SEC should act immediately to develop rules requiring disclosure of corporate spending on politics. Today I will explain why the case for such rules is strong—and why the arguments that have apparently led the SEC to hesitate about making rules in this area provide no basis for continuing to allow public companies to spend shareholder money on politics in the dark. Read more
On August 28, 2013, the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System (Federal Reserve Board), the Federal Deposit Insurance Corporation (FDIC), the U.S. Securities and Exchange Commission … Read more
Harvard Law School Professor Lucian Bebchuk believes that shareholders should be able to control the material decisions of the companies they invest in. Over the years, he has written numerous articles expressing this view, including a 2005 article urging that … Read more