Previous Next

ISS Discusses Director Overboarding: Global Trends, Definitions, and Impact

By Kosmas Papadopoulos August 5, 2019 by renholding

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 …

Toward a Mission Statement for Mutual Funds in Shareholder Litigation

By Sean J. Griffith and Dorothy S. Lund August 1, 2019 by renholding

Mutual funds own approximately 30 percent of the U.S. equity market, and the Big Three fund families – Blackrock, Vanguard, and State Street – are the largest blockholders in the vast majority of large, publicly traded companies. This has made …

A Property Theory of Corporate Law

By Robert Anderson IV July 30, 2019 by renholding

In a recent article, I develop a theory of the corporation as a legal entity based upon the foundation of property law, which I call a “property theory of corporate law.” This theory, unlike the contractarian perspective on the corporation, …

Are Executives Really “Penny Wise and Pound Foolish” About ESG?

By David F. Larcker and Brian Tayan July 26, 2019 by renholding

Critics of the shareholder-primacy model assert that it is flawed because it encourages managers to adopt a myopic view of profit generation that forgoes necessary investment and creates externalities borne by society. These critics argue that greater attention should be …

#MeToo and the Convergence of CSR and Profit Maximization

By Claire A. Hill July 24, 2019 by renholding

Companies are more concerned with the #MeToo movement than they used to be. Why this is the case is obvious, but much about the topic is not clear. What does this concern lead companies to do? What should this concern …

Four Things No One Will Tell You About ESG Data

By Sakis Kotsantonis and George Serafeim July 23, 2019 by renholding

In a recent article, we seek to shed light on several important aspects of measuring and providing data about companies’ performance on environmental, social, and governance (ESG) issues. The article is intended to provide a useful guide for the …

ISS Offers Overview of Vote Requirements at U.S. Meetings

By Kosmas Papadopoulos July 17, 2019 by renholding

At the general meeting of Tesla Inc. on June 11, 2019, two management proposals seeking to introduce shareholder-friendly changes to the company’s governance structure failed to pass, despite both items receiving support by more than 99.5 percent of votes cast …

Political Connections and Insider Trading

By Thuong Harvison July 12, 2019 by renholding

The media, investors, and regulators often consider trading by corporate insiders to be a signal of firm value, given that insiders know their business better than do others. Although trading on material, non-public information can be illegal in the U.S., …

How Are Bankers Paid?

By Benjamin Bennett, Radhakrishnan Gopalan and Anjan V. Thakor July 9, 2019 by renholding

Bank behavior and how it relates to bank fragility and systemic risk have been in the spotlight since the 2007-2009 financial crisis. Regulators claim that bankers’ compensation structures played a role in encouraging behavior which contributed to the financial crisis. …

Wachtell Lipton Shines a Spotlight on Boards

By Martin Lipton July 9, 2019 by renholding

The ever-evolving challenges facing corporate boards prompt periodic updates to a snapshot of what is expected from the board of directors of a major public company—not just the legal rules, or the principles published by institutional investors and various corporate …

Revisiting Compliance Program Reporting Relationships

By Michael W. Peregrine July 5, 2019 by renholding

Corporate leaders may wish to revisit the important yet sensitive topic of reporting relationships in compliance programs following the release of new guidance from the Department of Justice’s Criminal Division.

That guidance, entitled Evaluation of Corporate Compliance Programs[1], …

Interpreting Organizational Documents in the Private Ordering Era

By Megan W. Shaner July 3, 2019 by renholding

Private ordering has become a common way to restructure key aspects of public corporation governance. Stockholder activists and boards of directors alike are testing the bounds of the freedom to contract in the charter and bylaws, adopting provisions aimed at …

Boards of Directors’ Duty of Oversight and ESG Matters: “Caremark” Revisited

By Eduardo Gallardo July 2, 2019 by renholding

Law is a reflection of society, and corporate law is no exception. As we wrestle with broader questions around social justice, (very real) environmental risks, and the proper balancing of our long term societal goals, the proverbial corporate pendulum continues …

Can Blockchain Create a Corporate-Governance Revolution at Public Companies?

By Federico Panisi, Ross P. Buckley and Douglas W. Arner July 1, 2019 by renholding

In a new paper, we analyze the major disconnect between the theory of corporate governance, its legal expression, and the reality of corporate ownership structures, based on an “indirect holding system” (IHS), which has evolved from complex existing technological …

ISS Discusses Dual-Class Shares: Governance Risks and Company Performance

By Kosmas Papadopoulos July 1, 2019 by renholding

Initial public offerings of companies with dual-class shares have made headlines in recent years. An increasing number of newly listed companies have introduced classes of stock with superior voting rights, which typically allow company founders and top executives to maintain …

Marshalling Reputation to Minimize Problematic Business Conduct

By Claire A. Hill June 28, 2019 by renholding

Notwithstanding the attention corporate reputation gets as a concept, why it is valued, what it requires, and what is incompatible with a good reputation are given surprisingly short shrift. Institutional investors are increasingly pressuring companies to care about more than …

The Effect of Corporate Visibility on Social Responsibility

By Zhichuan Frank Li, Taylor Morris and Brian Young June 27, 2019 by renholding

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 …

The Long-Term Effects of Shareholder Activism

By Emmanuel Pezier June 26, 2019 by renholding

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 …

SEC Commissioner Peirce Talks Flaws in Scoring Companies on Environmental, Social, and Governance Factors

By Hester M. Peirce June 24, 2019 by renholding

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

…

« Previous 1 … 45 46 47 48 49 … 102 Next »

The CLS Blue Sky Blog

Columbia Law School's Blog on Corporations and the Capital Markets

Corporate Governance