Corporate governance - Vigil

Bill Ackman Slumps Further in October, Stocks: NOMD,VRX,PAH, Bill Ackman, release date:Nov 02, 2016

The staff of the Division of Corporation Finance of the Securities and Exchange Commission (SEC) has issued new guidance on the SEC’s rules requiring companies to disclose the pay ratio between their CEO and median compensated employee.

For the past 10 years, one Harvard Law School blog has been serving as a forum for exchange of ideas and debate among lawyers, executives, institutional investors, academics and regulators. Each month, the Harvard Law School Forum on Corporate Governance and Financial Regulation features over 60 posts on a wide range of issues in these fields—from Brexit to mergers and acquisitions. Since its founding, the forum has attracted posts from more than 3,500 individuals, including such prominent contributors as SEC Chairs Mary Jo White and Mary Schapiro, Circuit Court Judge Richard Posner ’62, and Goldman Sachs CEO Lloyd Blankfein ’78.

Some investors have defined their fiduciary duties in narrow terms, arguing that they preclude consideration of Environmental, Social and Governance (ESG) factors. This misunderstands the nature of a prudent investment decision—which changes over time.

The Conference Board, in collaboration with Arthur J. Gallagher & Co. and MylogIQ, recently released CEO and Executive Compensation Practices: 2016 Edition, which documents trends and developments on senior management compensation at companies issuing equity securities registered with the US Securities and Exchange Commission (SEC) and, as of May 2016, included in the Russell 3000 Index.

Prior to the 2008 financial crisis and the Great Recession, global banks were big, broad and borderless.  They operated as integrated groups.  Separate legal entities within a group were an afterthought: The results that mattered were those for lines of business and for the group as a whole.

When a company is in crisis, a female CEO gets blamed more than male counterparts, study finds

In an open meeting on October 26, 2016, the SEC proposed changes to the proxy rules to require the use of universal proxy cards in contested director elections. Universal proxy cards would permit shareholders to vote by proxy for their preferred combination of director candidates instead of having to choose ...

ROCKVILLE, MD (October 27, 2016) – Institutional Shareholder Services Inc. (“ISS”), a leading provider of corporate governance and responsible investment solutions to the global financial community, today announced the launch of its 2017 benchmark voting policy consultation period. The open comment period, which will solicit views from governance stakeholders globally on certain proposed voting policies for 2017, will run through 6:00 p.m. ET on November 10.

On October 26, the Securities and Exchange Commission proposed long-expected changes to the proxy rules in order to mandate the use of universal proxy cards in contested elections at annual meetings. The proposal is designed to address the current inability of shareholders to vote for the combination of board nominees of their choice in an election involving a proxy contest. Under the proposal, each party in a contested election—management and one or more dissident shareholders—would continue to distribute its own proxy materials and use its own proxy card to solicit votes for its preferred slate of nominees. However, each party’s proxy card would be required to include the nominees of all parties, and thus enable the proxy voter to select its preferred combination of candidates.

On October 11, 2016, the D.C. Circuit Court of Appeals held in PHH Corp. v. CFPB that the structure of the Consumer Financial Protection Bureau (“CFPB”) as an independent agency headed by a single Director violated Article II of the Constitution. [1] As a remedy, the court struck the Director’s “for cause” removal protection, such that the CFPB would no longer be an “independent agency” but could continue to operate. We describe below the court’s ruling and explore the potential implications for the CFPB and regulated entities as we approach the presidential election.