Corporate governance - Vigil

On August 5, 2015, the SEC issued a final rule1 on chief ex­ec­u­tive officer (CEO) pay ratio dis­clo­sure (the “CEO pay ratio rule” or the “final rule”) in re­sponse to a mandate in Section 953(b) of the Dodd-Frank Wall Street Reform and Con­sumer Pro­tec­tion Act. Reg­is­trants must adopt the CEO pay ratio rule for their first fiscal year be­gin­ning on or after January 1, 2017.

The PSBJ's Director of the Year event attracts a concentration of well-known local leaders who serve on corporate boards, and who know and share the ins and outs of becoming a board member.

The U.S. Department of Treasury issued a comprehensive report last week with recommendations to reform the U.S. capital markets regulatory system. The Report to President Trump recommends sweeping changes, including ones aimed to roll back certain Dodd-Frank rules issued after the 2008 financial crisis. It responds to the “core principles” for regulating the U.S. financial system identified in Presidential Executive Order 13772. [1]

Corporate short-termism has been much discussed over the past few decades, but has recently become a growing concern for the U.S. economy. Executives and politicians warn of increased market pressure on corporations to meet short-term performance metrics at the expense of long-term value creatio

Directors of regulated financial institutions have exceedingly difficult jobs with many demands.  The aftermath of the financial crisis led to countless new regulatory requirements and expectations, many of these unwritten and evolving based on political currents or varying views at different levels of the regulatory hierarchy.  Governance processes and actions are examined and second-guessed like never before.  For many companies, new and shifting compliance burdens tend to crowd out other business on board agendas.

This paper, written for the Conference on the New Special Study of Securities Markets at Columbia Law School, identifies and reviews the key regulatory challenges posed by institutional intermediaries in America’s capital markets. We cover investment funds, credit-rating agencies and broker-dealers. We review existing research, identify new areas of research and suggest possibilities for legal reform.

Advance planning is a key component of a successful proxy and annual reporting season. While work on proxy statements, annual reports and annual meetings typically kicks into high gear in the winter, autumn is the ideal time to begin preparations. This is especially important for the 2018 proxy season because this will be the first time that pay ratio disclosure will generally be required in proxy statements. This post provides an overview of key issues that companies should consider as they get ready for the upcoming 2018 proxy and annual reporting season.

The University of Pennsylvania Law School Institute for Law and Economics (ILE) is pleased to announce the creation and public availability of a new website devoted to resources relating to the development of the Delaware General Corporation Law and related case law.

Why do firms pollute even when polluting is socially inefficient (i.e., the harm caused greatly exceeds the cost of curbing the toxic emissions)? Is this undesirable outcome the result of corporate myopia, bad internal governance, or weak external constraints?

For anyone involved in the preparation of an issuer’s compensation disclosures as part of its annual proxy statement or Form 10-K filing, the time has come to tackle the “pay ratio” calculation and disclosure requirements.

William Steiner recently became the most experienced shareholder activist alive to win majority votes for shareholder proposals at public companies. A few months ago, he celebrated 40 years of shareholder activism with an overwhelming victory at Haemonetics Corporation (HAE). The following is based on an interview with Mr. Steiner by his son, Kenneth Steiner, who works with his father to carry on what has become a family legacy.

Assumptions about the geopolitical and regulatory environments are critical inputs into strategy-setting. If one or more assumptions prove invalid, the strategy and business model may require adjustment, and whether the organization is proactive or reactive is often a function of the effectiveness of its monitoring process. Protiviti recently met with 22 active directors during a dinner roundtable. The discussion revealed directors’ oversight concerns amid escalating geopolitical tensions and significant regulatory shifts.

Directors of regulated financial institutions have exceedingly difficult jobs with many demands. The aftermath of the financial crisis led to countless new regulatory requirements and expectations, many of these unwritten and evolving based on political currents or varying views at different levels of the regulatory hierarchy. Governance processes and actions are examined and second-guessed like never before. For many companies, new and shifting compliance burdens tend to crowd out other business on board agendas.