Thank you, Ben [Zycher]. I will begin with the standard disclaimer. My remarks represent my views and not necessarily those of the Commission or my fellow Commissioners.
I will next address a question that is undoubtedly in the mind of
The general public can be a stakeholder in a firm, even when it does not have direct ownership. And as the public becomes more vested in a firm’s actions, the firm may be more likely to engage in corporate social …
Shareholder activism is growing in popularity across the world and appears to deliver mostly benign results for firms and stockholders. However, testing the effects of activism is problematic. For at least 30 years, researchers have recognized the difficulty of causal …
Thank you, Ben [Zycher]. I will begin with the standard disclaimer. My remarks represent my views and not necessarily those of the Commission or my fellow Commissioners.
I will next address a question that is undoubtedly in the mind of
By enabling new modes of human interaction, technological advancements catalyze the evolution of regulatory frameworks, tools, and approaches. The rate at which computer technology evolves outpaces that of legislation and rule-making. Our economy is increasingly structured not only by traditional …
As the U.S. annual shareholder meeting season is coming to an end, we review the characteristics of newly appointed directors to reveal trends director in nominations. As of May 30, 2019, ISS has profiled the boards of 2,175 Russell 3000 …
Institutional ownership of companies has grown to the point that institutions today own approximately 80 percent of the market value of U.S. stocks.[1] Recent academic research explores this rising ownership concentration and debates the growing importance of “passive” or “index” …
As the busiest part of the 2019 U.S. proxy season is behind us, we take an early look at the vote results of annual general meetings convened from January to May. As of now, approximately 70 percent of Russell 3000 …
There are more women than ever on public company boards, but private companies have not kept pace. Legal scholarship has tended to focus on women on public company boards perhaps in part due to the relative absence of information about …
As stewardship by institutional investors is an integral part of an adequate system of corporate governance, the growing diffusion of stewardship codes can be seen as a principal reaction to institutional investors’ reticence in monitoring the companies they invest in. …
The intensifying spotlight turned on boards of directors and management teams by investors prompts a fresh look at how public companies approach board development, director succession planning and refreshment in advance of an activist attack, shareholder unrest or a crisis …
A host of top attorneys, judges, scholars, regulators, and advisers debated the latest issues in corporate and securities law on June 7 at a Columbia Law School conference in New York, offering cutting-edge thoughts on everything from cybersecurity to shareholder …
Common ownership (competing firms with overlapping ownership) has become increasingly prevalent over the last several decades. Recent studies of the phenomenon have produced two important findings. First, common ownership is associated with less intense competition. Studies posit that managers act …
As the scope of religious freedom takes on increasing importance in debates over topics ranging from contraception to immunization, religious values are often aligned with conservative opposition to certain civil rights and reproductive freedom (as in Masterpiece Cake Shop and …
Gender diversity on boards is a leading issue in corporate governance, as has been made clear by anecdotal evidence that associates board gender diversity with better boardroom practices (e.g., Credit Suisse Research Institute, 2016 [1]; Morgan Stanley Research, 2018 [2]) …
Until recently, the dialogue on corporate governance has focused almost exclusively on how to increase the ability of shareholders to impose their will on corporations. Shareholder groups, advisory firms and academics continually developed and added to a set of “best …
While shareholder activism has drawn close attention, the activism of managers has been largely overlooked. One way CEOs may engage in activism is through collective action in business groups. This type of activism allows managers to coordinate among themselves and …
It has been 20 years since the European Court of Justice issued its decision in Centros Ltd. v. Erhvervs – og Selskabsstyrelsen (Centros). Since that time, Centros has been widely understood as shifting the European Union (EU) from …
State legislation allowing the establishment of benefit corporations—for-profit companies with a stated public purpose—has become widespread over the past decade. This increasingly available corporate form provides a mandate, and a safe harbor, for corporate leaders to pursue societal good along …
Although states stand to earn significant revenue from developing a system of corporate law and encouraging companies to incorporate under it, most tend not to make the necessary investments. That may be perfectly rational. After all, a state may not …
Compensation disclosures have grown significantly over the last decade (mostly for the better), and they continue to evolve with the ongoing engagement between companies and shareholders. Certain compensation practices are known for raising investor concerns, leading to difficult conversations between …