The CEO Pay Problem Is Solvable with A.I.

Joel Paula is a Research Director at FCLTGlobal. This post is based on his FCLTGlobal memorandum.

Proxy advisors are coming under pressure with accusations that their decision making is opaque, or pushing an “ESG” agenda. There’s no doubt that through their recommendations, they are hugely influential in voting outcomes. In an environment of increased scrutiny, backing voting recommendations with better data and evidence seems like a sound idea. Better yet, the proxy advisors could empower investors with better data, building a stronger case for voting decisions. Why not turn to technology solutions?

Artificial intelligence has already changed the way data is compiled and processed on a mass scale – and in particular in the investment industry, reshaping how professionals make decisions, manage portfolios, and analyze market data. A prominent challenge facing the industry today is the design of executive pay – specifically, structuring it in ways that incentivize strong performance over many years rather than just over a few fiscal quarters.

Proxy advisors’ analysis of executive pay packages for “say-on-pay” voting (the process where shareholders vote to approve or disapprove the compensation packages of a company’s top executives) considers factors like pay-for-performance alignment, the fairness of the package relative to peers, the structure of the compensation (e.g., short-term vs. long-term incentives), among others. The process is data intensive and can be laborious and time consuming.

READ MORE »

Seven Questions about Proxy Advisors

David F. Larcker is the James Irvin Miller Professor of Accounting, Emeritus; and Brian Tayan is a Researcher with the Corporate Governance Research Initiative at Stanford Graduate School of Business. This post is based on their recent paper.

We recently published a paper on SSRN (“Seven Questions about Proxy Advisors”) that examines the role and function of proxy advisors.

The proxy advisory industry—in which independent third-party firms provide voting recommendations to institutional investors for matters on the annual proxy—has grown in size and controversy. Despite a large number of smaller players, the proxy advisory industry is essentially a duopoly with Institutional Shareholder Services (ISS) and Glass Lewis controlling almost the entire market.

READ MORE »

Delaware Supreme Court Holds MFW Inapplicable Based on Banker Conflict Disclosure Deficiencies

Gregory V. GoodingMaeve O’Connor, and William D. Regner are Partners at Debevoise & Plimpton LLP. This post is based on a Debevoise memorandum by Mr. Gooding, Ms. O’Connor, Mr. Regner, Andrew L. Bab, Matthew E. Kaplan, and Jonathan E. Levitsky, and is part of the Delaware law series; links to other posts in the series are available here.

The Delaware Supreme Court has reversed a Court of Chancery decision dismissing challenges to the acquisition of Inovalon Holdings, Inc. by a consortium led by Swedish private equity firm Nordic Capital[1] in a decision demonstrating the importance of disclosure of financial advisor conflicts in order to obtain the benefit of business judgment rule review under Kahn v. M&F Worldwide Corp. – the MFW decision. The Supreme Court held that the majority-of-the-minority stockholder vote approving the transaction was not fully informed, based on inadequate disclosure of conflicts of interest on the part of financial advisors to the special committee of Inovalon’s board.

READ MORE »

Insider Trading and Off-Channel Communications in the Age of Remote and Hybrid Work Environments

Phara Guberman and Kenneth Breen are Partners and Kaitlyn O’Malley is an Associate at Cadwalader, Wickersham & Taft LLP. This post is based on their Cadwalader memorandum.

Though many, if not most, of the measures implemented to address the COVID pandemic have since been rolled back, the transition from fully in-person to remote and hybrid work environments appears to be here to stay. While these arrangements provide employees with additional convenience and flexibility, they also come with risks for companies that are subject to the recordkeeping provisions of federal securities laws and whose employees encounter material nonpublic information (“MNPI”) in the course of their work. Over the past few years, the U.S. Securities and Exchange Commission (“SEC”) has been increasingly aggressive in bringing charges for violations of federal securities laws resulting, at least in part, from the risks associated with remote work environments.

READ MORE »

Investment Advisers and Sponsors Compliance Policies: Hot Topics

Meaghan Kelly, David Blass, and Michael Osnato are Partners at Simpson Thacher & Bartlett LLP. This post is based on their Simpson Thacher memorandum.

With Form ADV season in the rear view mirror, we recommend that sponsors turn to refreshing their compliance policies to align with rapidly evolving regulatory expectations. To that end, we provide a non-exhaustive list of hot topics to consider below, including with context from SEC examinations and SEC enforcement settlements.

  • Amended Marketing Rule: Sponsors should ensure their policies and procedures are updated to reflect the amended Marketing Rule, including as interpreted by the staff’s FAQs. The compliance deadline was November 4, 2022, and both the Division of Examinations and the Division of Enforcement have been testing compliance and aggressively investigating perceived inadequacies. READ MORE »

Fee Variation in Private Equity

Juliane Begenau is an Associate Professor of Finance at Stanford Graduate School of Business, and Emil Siriwardane is an Associate Professor of Business Administration at Harvard Business School. This post is based on their recent article forthcoming in the Journal of Finance.

The private capital industry has experienced a meteoric rise over the past two decades, with estimates of capital invested in vehicles like private equity and venture capital now exceeding $10 trillion. With this growth, there has been a corresponding increase in calls for greater transparency around the fees and operational structures of private market funds, especially given the amount of capital inflows from public defined-benefit pensions around the globe. Private capital funds, like private equity, are typically governed by complex limited partnership agreements (LPAs). LPAs, which are rarely observable to fund outsiders, are often further modified by so-called side letter agreements. This contracting environment makes it difficult to answer basic questions about costs in this industry, like for instance whether fees are set uniformly within funds or if some investors (LPs) consistently pay lower fees.

READ MORE »

Weekly Roundup: May 3-9, 2024


More from:

This roundup contains a collection of the posts published on the Forum during the week of May 3-9, 2024

Defenseless companies invite activism


Evolving lines of responsibility between the board and the management


DOJ Pilot Program on Voluntary Self-Disclosures for Individuals


Innovation: The Bright Side of Common Ownership?


Next-Gen Governance: AI’s Role in Shareholder Proposals


M&A Developments: Hedge Fund Activism



The Shareholder Franchise, Transformative Investor Changes, and Motivational Misalignments


Stakeholder Governance and the Eclipse of Shareholder Primacy


Delaware’s Status as the Favored Corporate Home: Reflections and Considerations


The Missing “T” in ESG


Primer on Corporate Political Spending for Incoming Directors


Activism Vulnerability Report


The effect of female leadership on contracting from Capitol Hill to Main Street


Exempt solicitation urging BlackRock shareholders to vote against the election of Saudi Aramco CEO


Exempt solicitation urging BlackRock shareholders to vote against the election of Saudi Aramco CEO

Comptroller Brad Lander serves as a trustee and the custodian and investment advisor to the City’s pension funds and retirement systems. This post is based on Comptroller Lander’s recent letter to BlackRock shareholders on behalf of the New York City Employees’ Retirement System (NYCERS).

The New York City Employees’ Retirement System (NYCERS) is urging BlackRock shareholders to vote against the appointment of Amin Nasser, CEO of Saudi Aramco, to BlackRock’s Board of Directors at the company’s annual meeting on May 15, 2024. NYCERS has approximately $43 million invested in BlackRock common stock. Additionally, BlackRock manages approximately $19 billion on NYCERS’ behalf.

As summarized in my letter to BlackRock shareholders, potential conflicts of interest compromise Nasser’s ability to provide independent oversight, both in general, and particularly concerning BlackRock’s decarbonization strategy. Moreover, Nasser’s position as CEO of a company implicated in one of the largest alleged climate-related breaches of international human rights law is an unwarranted reputational risk for BlackRock, its Board of Directors, and its shareholders.

READ MORE »

The effect of female leadership on contracting from Capitol Hill to Main Street

Jonathan Brogaard is the Kendall D. Garff Chaired Professor in the Finance department at the University of Utah’s David Eccles School of Business. Nataliya Gerasimova is an Associate Professor of Finance at the Norwegian Business School. Maximilian Rohrer is an Assistant Professor of Finance at the Norwegian School of Economics. The post is based on their article published in the Journal of Financial Economics.

Do female politicians alleviate barriers faced by women-owned-businesses (WOBs)?

It is well established that WOBs are underrepresented in the economy relative to the share of women in society, 36% versus 50%. More strikingly, this under-representation is by an order of magnitude bigger within government procurement:  only 9% of government contracts were allocated to WOBs between 2008 and 2020.  Receiving government contracts has been linked to long-run success, employment growth, and reducing financial frictions for small firms. Hence, alleviating barriers faced by WOBs in government contracting will increase their economic potential.

The main contribution of this paper is to identify a novel channel how female politicians reduced barriers faced by WOBs, namely increased allocation of government contracts. We establish causality by exploiting a regression discontinuity design around mixed-gender elections.

READ MORE »

Activism Vulnerability Report

Jason Frankl and Brian G. Kushner are Senior Managing Directors and Robert J. Kueppers is Senior Advisor at FTI Consulting. This post is based on a FTI Consulting memorandum by Mr. Frankl, Mr. Kushner, Mr. Kueppers, Kurt Moeller, Tom Kim, and Ryan Chiang.

Introduction

A resilient U.S. economy, with inflation cooling from 2023 levels and interest rates likely peaking, can provide a favorable backdrop for shareholder activism and M&A in 2024. Activist activity was strong in 2023 and there are clear signs that momentum has carried into 2024. We could see activism and M&A activity ramping up over the coming months, as companies seek growth opportunities, and based on the results of our proprietary screener, the most vulnerable industries are Utilities, Airlines & Aviation and Media & Publishing.

In this issue of the FTI Activism Vulnerability Report, we offer more insights, analysis and commentary, including sections on high profile activist campaigns involving Disney and Starbucks. As with prior reports, we provide key trends in activism campaigns. READ MORE »

Page 1 of 1149
1 2 3 4 5 6 7 8 9 10 11 1,149