The Voice of Corporate Governance: Recent Episodes
The Council of Institutional Investors
CII’s podcast is one of many platforms CII offers members to access timely information and perspectives and to increase public attention to critical issues and developments in corporate governance and capital markets. The target audience for our podcast is CII Members, other institutional investors, public companies, securities lawyers, proxy advisory firms and other institutional investor service providers.The podcast is free to the public and available on all major podcast listening platforms, and is not sponsored or paid for by advertisements.
In this episode, CII’s General Counsel Jeff Mahoney sits down with the co-hosts of the Shareholder Primacy podcast, Ann Lipton and Michael Levin, to get their views on reincorporations. Ann and Michael illustrate what they believe should be the key considerations for a long-term shareholder when voting on whether to approve a reincorporation of a hypothetical Delaware public company to (1) Nevada, (2) Texas, and/or (3) the Cayman Islands. Ann and Michael also rank the order their preferred reincorporation destinations and explain their rationales.
This episode features CII General Counsel Jeff Mahoney covering the top 10 important events affecting institutional investors from May 28 to July 2, 2026. Some of the topics addressed include: leadership vacancies at the SEC, FDIC, and Export-Import Bank, CII's letter to SpaceX on its IPO, and the CII's letters to the SEC on the Commission's Draft Strategic Plan, proposal to replace quarterly reporting with semi-annual reporting, and Nasdaq's proposal for additional listing criteria for Chinese companies. CII's letters can be found here.
In this episode, CII General Counsel Jeff Mahoney sits down with Michal Barzuza, a Professor of Law at the University of Virginia School of Law. Professor Barzuza is the author of a recent article "Nevada v. Delaware," which compares and contrasts the corporate laws of Nevada and Delaware. Among the topics discussed on this episode: (1) the Professor’s views on the key factors that institutional investor should consider when voting on a proposed reincorporation from Delaware to Nevada; (2) the Professor’s research findings regarding the accounting practices of Nevada companies; and (3) the Professor’s recommendation that either the courts or federal law should require a supporting vote by a majority of the minority of shareholders as a condition for reincorporation.
This episode features CII General Counsel Jeff Mahoney covering the top 10 important events affecting institutional investors from April 30 to May 28, 2026. Some of the topics addressed include: CII’s letter to the PCAOB on its 2026-2030 strategic plan, shareholders voting against say-on-pay proposals, and the SEC’s proposed reductions to public companies’ reporting requirements.
In this episode, CII General Counsel Jeff Mahoney interviews Lucian Bebchuk, the James Barr Ames Professor of Law, Economics, and Finance, and Director of the Program on Corporate Governance at Harvard Law School and Kobi Kastiel, Professor of Law at Tel Aviv University. Professors Bebchuk and Kastiel are the co-authors of a recently issued research article, forthcoming in the Texas Law Review, entitled the “Controllers Unbound,” which analyzes how the relaxation of constraints on controlling shareholders at public companies incorporated in Delaware is expected to affect investors and the economy. The article identifies risks for both public investors and the broader economy that may raise concern for those interested in investor protection and economic performance.
In this episode, CII General Counsel Jeff Mahoney sits down with Edward Rock, the Martin Lipton Professor of Law, and Director of the Institute for Corporate Governance & Finance, at the NYU School of Law. Professor Rock is the co-author of a recent research paper entitled "The New Political Economy of Delaware Corporate Lawmaking." The paper discusses how changes in the capital and legal markets, particularly the rise of dual-class controlled companies, are reshaping the state’s lawmaking process. To address these changes, the authors propose replacing the current “Corporation Law Council” with a legislatively created “Corporation Law Commission” that prioritizes the creation of a balanced and technically excellent corporate law over making changes that serve immediate client interests.
This episode features CII General Counsel Jeff Mahoney covering the top 10 important events affecting institutional investors from March 26 to April 30, 2026. Some of the topics addressed include: CII’s comment letter to the SEC on Regulation S-K disclosures, trends in CII Members’ updated proxy voting and stewardship policies, CII’s new dashboard tracking Rule 14a-8 no-action notifications, and the CII Research and Education Fund’s new resource comparing of jurisdictional approaches among Delaware, Nevada, Texas and the Cayman Islands.
In this episode, CII’s General Counsel, Jeff Mahoney interviews Charles K. Whitehead, the Myron C. Taylor Alumni Professor of Business Law at Cornell Law School. In the episode Professor Whitehead discusses his article entitled “Delaware's Agency Problem.” Professor Whitehead explains why Delaware’s lawmaking process for amending their corporate law statutes has a “second order agency problem.” He then describes specific procedural reforms that he believes should be adopted to resolve the problem. He also discusses specific actions that institutional investors should consider in support of the adoption of his suggested reforms.
This episode features CII General Counsel Jeff Mahoney covering the top 10 important events affecting institutional investors from March 3 through to March 26, 2026. Some of the topics addressed include: the separate comments of Securities and Exchange Commission (SEC) Chairman Paul Atkins and Ranking Member of the Committee on Banking, Housing, and Urban Affairs (Senate Banking Committee) Senator Elizabeth Warren at CII’s Spring conference; and a letter from a bi-partisan group of 18 Senate Banking Committee members to Chair Atkins urging the SEC to examine Chinese companies’ reliance on variable interest entities to be listed on U.S. exchanges.
This episode features CII General Counsel Jeff Mahoney covering the top 10 important events affecting institutional investors from February 3 through March 3, 2026. Some of the topics addressed in this episode include: New CII research showing a decline in equal voting rights when reviewing initial public offerings in 2025, various investor lawsuits against public companies that omitted shareholder proposals from their annual proxy statements, and the introduction of the Enhancing Multi-Class Share Disclosures Act in the Senate.
In this episode, CII General Counsel Jeff Mahoney interviews Pat Niemann, Leader of EY Americas Center for Board Matters, on the results of a 2025 survey of corporate board members: What drives board effectiveness amid uncertainty.
Pat also leads the EY Audit Committee Forum and previously managed Ernst & Young LLP’s Los Angeles office and audit practice.
This episode features CII General Counsel Jeff Mahoney covering the top 10 important events affecting institutional investors from January 6 through February 3, 2026. Some of the topics addressed in this episode include: The SEC's announcement objecting to the use of exempt solicitations by smaller shareholders; Proposed revisions to Regulation S-K; Developments in Delaware corporation law; and CII's letter to the SEC supporting Nasdaq's proposal on new listing standards for Chinese companies.
This episode features CII General Counsel Jeff Mahoney covering the top 10 important events affecting institutional investors from December 2, 2025 – January 6, 2026. Some of the topics addressed in this episode include: President Donald Trump’s executive order relating to proxy advisors; provisions of the National Defense Authorization Act for Fiscal Year 2026 that were approved by Congress and signed into law by President Trump; and CII’s letter to SEC Chairman Paul S. Atkins regarding the Rule 14a-8 process.
This episode features CII General Counsel Jeff Mahoney covering the top 10 important events affecting institutional investors from October 28 through December 2, 2025.
In this episode, CII General Counsel Jeff Mahoney interviews James D. Cox, a member of the Shadow SEC and the Brainerd Currie Distinguished Professor of Law at Duke University. Their discussion covers the Shadow SEC's view of SEC Chair Paul Atkin’s plans to scrap quarterly reporting.
This episode features CII General Counsel Jeff Mahoney covering the top 10 important events affecting institutional investors from October 1-28, 2025.
In this episode, CII General Counsel Jeff Mahoney interviews Kobi Kastiel of Tel Aviv University, Harvard Law School and the European Corporate Governance Institute. Professor Kastiel is a co-author of a recently issued research paper entitled the "Courts, Legislation, and Delaware Corporate Law."
This episode features CII General Counsel Jeff Mahoney covering the top 10 important events affecting institutional investors from September 2 to October 1, 2025.
This episode features CII General Counsel Jeff Mahoney covering the top 10 important events affecting institutional investors from August 4 to September 2, 2025.
In this episode, CII General Counsel Jeff Mahoney interviews Roberto Tallarita, Assistant Professor of Law, Harvard Law School. Professor Tallarita is the co-author of a recent research paper entitled "The Price of Delaware Corporate Law Reform."
This episode features CII General Counsel Jeff Mahoney covering the top 10 important events affecting institutional investors from June 30 to August 4, 2025.
In this episode, CII General Counsel Jeff Mahoney interviews Christine Hurt, Senior Associate Dean for Academic Affairs, the Alan R. Bromberg Centennial Chair in Corporate, Partnership, Business and Securities Law, and Professor of Law at the Southern Methodist University Dedman School of Law. Professor Hurt is the author of a new research paper titled "Texas, Delaware, and the New Controller Primacy."
This episode features CII General Counsel Jeff Mahoney covering the top 10 important events affecting institutional investors from June 3-30, 2025.
In this episode, CII General Counsel Jeff Mahoney interviews Professor William J. Moon, the J.B. and M.K. Pritzker Family Foundation Distinguished Visiting Professor of Law, Northwestern Pritzker School of Law & Edward M. Robertson Professor of Law, University of Maryland Carey School of Law. Professor Moon is the author of a recent essay “Havens for Corporate Lawbreaking” that discusses the trend of jurisdictions undercutting the legal compliance obligations of directors and officers.
This episode features CII General Counsel Jeff Mahoney covering the top 10 important events affecting institutional investors from May 6 to June 3, 2025.
In this episode, CII General Counsel Jeff Mahoney interviews Keith Czerney, Associate Professor and PricewaterhouseCoopers Faculty Scholar at the Robert J. Trulaske, Sr. College of Business at the University of Missouri-Columbia. Professor Czerney is a co-author of a recent research paper entitled An Examination of Critical Audit Matter Disclosure Quality.
In related news - In its continuing efforts to improve the quality of information communicated to investors in the audit opinions of public companies, the Public Company Accounting Oversight Board’s Investor Advisory Group (IAG) is seeking nominations from the general public, including public companies (management and boards), auditors, financial analysts and investors, for the most decision-useful critical audit matter (CAM) or key audit matter (KAM) disclosures in public companies’ audit reports included in the 2024 Form 10-Ks and Form 20-Fs.
Nominations received will be reviewed and evaluated by the IAG. The IAG will select what it believes to be the top three decision-useful CAMs or KAMs for 2024 among those nominated. CAMs or KAMs selected will be identified and discussed in an IAG report expected to be issued publicly later this year. For more information, or to submit a nomination, click here.
This episode features CII General Counsel Jeff Mahoney covering the top 10 important events affecting institutional investors from April 1 to May 6, 2025.
In this episode, CII General Counsel Jeff Mahoney interviews James D. Cox, the Brainerd Currie Distinguished Professor of Law at Duke University. Cox is a member of The Shadow SEC, a recently formed independent organization of six current academics that, like the earlier established Federal Reserve Shadow Open Market Committee, is intended to provide, encourage, facilitate and distribute policy discussions and debates relating to the federal securities laws and the SEC.
This episode features CII General Counsel Jeff Mahoney covering the top 10 important events affecting institutional investors from March 4 to April 1, 2025. This includes two updates to CII's Policies on Corporate Governance (on reincorporation and stealth dual-class stock) and CII's recent advocacy efforts in the Delaware legislature opposing Senate Bill 21.
In this episode, CII General Counsel Jeff Mahoney interviews renowned British Economist Sir John Kay. Sir John Kay is the author of a new book entitled The Corporation in the Twenty-First Century: Why (Almost) Everything We Are Told About Business Is Wrong.
This episode features CII General Counsel Jeff Mahoney covering the top 10 important events affecting institutional investors from February 5 to March 4, 2025, including an in-depth Q&A covering the SEC's new guidance on submitting 13D and 13G filings as it applies to institutional investors.
In this episode, CII General Counsel Jeff Mahoney interviews John W. Barry, Assistant Professor of Finance at Rice University. Professor Barry is the co-author of a recent research paper entitled "Shareholder Voice and Executive Compensation."
This episode features CII General Counsel Jeff Mahoney covering the top 10 important events affecting institutional investors from January 7 to February 5, 2025.
In this episode, CII General Counsel Jeff Mahoney interviews Stephen I. Vladeck, the Agnes Williams Sesquicentennial Professor of Federal Courts at Georgetown University Law Center. Professor Vladeck is a leading researcher and expert on "judge shopping," a hotly-debated topic in the federal court system.
This episode features CII General Counsel Jeff Mahoney covering the top 10 important events affecting institutional investors from December 3, 2024, to January 7, 2025.
In this episode, CII General Counsel Jeff Mahoney interviews Ally Zimmerman, the Madeline Duncan Rolland Associate Professor of Business Administration at Florida State University. Professor Zimmerman is the co-author of a recent paper entitled "A Tale of Three Perspectives: How GNFs, Annual NAFs, and Triennial NAFs Experience the PCAOB Inspection Deficiency Remediation Process."
This episode features CII General Counsel Jeff Mahoney covering the top 10 important events affecting institutional investors from November 5 to December 3, 2024.
In this episode, CII General Counsel Jeff Mahoney interviews Cindy Schipani, the Merwin H. Waterman Collegiate Professor of Business Administration and Professor of Business Law at the University of Michigan.
Professor Schipani is the co-author of a recent article in the Harvard Business Law Review entitled “Insider Trading by Other Means.”
This episode features CII General Counsel Jeff Mahoney covering the top 10 important events affecting institutional investors from October 1 to November 5, 2024.
This episode features CII General Counsel Jeff Mahoney covering the top 10 important events affecting institutional investors from August 27 to October 1, 2024.
In this episode, CII General Counsel Jeff Mahoney interviews Brandon Szerwo, Assistant Professor of Accounting and Law at the School of Management of the University at Buffalo. Professor Szerwo is the co-author of a recent research paper entitled "Insights from Auditors’ Disclosures of How They Addressed Critical Auditor Matters."
This episode features CII General Counsel Jeff Mahoney covering the top 10 important events affecting institutional investors from July 29 through August 27, 2024.
In this episode, CII General Counsel Jeff Mahoney interviews Michael Ewens, the David L. and Elsie M. Dodd Professor of Finance at Columbia Business School. Professor is the co-author of a research paper recently published in the Journal of Financial Economics entitled "Regulatory Costs of Being Public: Evidence From Bunching Estimation."
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This episode features CII General Counsel Jeff Mahoney covering the top 10 important events affecting institutional investors from June 24 through July 29, 2024.
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In this episode, CII General Counsel Jeff Mahoney interviews John Warren, the CEO of the Association of Certified Fraud Examiners (ACFE). ACFE recently issued the 13th edition of the largest and most comprehensive study on the costs and effects of occupational fraud entitled "Occupational Fraud 2024: A Report to the Nations."
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This episode features CII General Counsel Jeff Mahoney covering the top 10 important events affecting institutional investors from May 24 to June 24, 2024.
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In this episode, CII General Counsel Jeff Mahoney interviews three professors from Ohio State University's Fisher College of Business: Isil Erel, the David A. Rismiller Chair in Finance and the academic director of the Risk Institute; Thomas Flanagan, assistant professor; and Michael S. Weisbach, the Ralph Kurtz Chair in Finance and professor of finance. Erel, Flanagan and Weisbach are co-authors of a recent research paper released by the National Bureau of Economic Research entitled “Risk-Adjusting the Returns to Private Debt Funds.”
This episode features CII General Counsel Jeff Mahoney covering the top 10 important events affecting institutional investors from April 26 to May 24, 2024.
In this episode, CII General Counsel Jeff Mahoney interviews Sven Riethmueller, Clinical Associate Professor of Law and Director of the Entrepreneurship & Innovation Clinic at Yale Law School. Professor Riethmueller is the author of a recent research paper entitled "11th Hour Option Discounting: The Significance of IPO Prognostications in Fixing Equity Compensation."
Other materials referenced in this episode:
- An audio recording of the paper and accompanying slide show of key findings
- A LinkedIn article discussing Reddit’s 11th hour option discounting practices in connection with its IPO
This episode has CII General Counsel Jeff Mahoney covering the top 10 important events affecting institutional investors from March 29 to April 26, 2024.
In this episode, CII General Counsel Jeff Mahoney interviews Ted Kennedy Jr., a partner at Epstein Becker & Green and Immediate past chair of the board of directors of the American Association of People with Disabilities. Mr. Kennedy is a contributor to a recent research report produced jointly with Accenture, Disability:IN, and the American Association of People with Disabilities entitled "The Disability Inclusion Imperative."
This episode has CII General Counsel Jeff Mahoney covering the top 10 important events affecting institutional investors from February 26 through March 29, 2024.
In this episode, CII General Counsel Jeff Mahoney interviews Stephen G. Ryan, the Vincent C. Ross Professor of Accounting at the Leonard N. Stern School of Business atNew York University. Professor Ryan is the co-author of a recent research paper entitled "Banks’ Motivations for Designating Securities as Held to Maturity."
This episode has CII General Counsel Jeff Mahoney covering the top 10 important events affecting institutional investors from January 29 to February 3.
In this episode, CII General Counsel Jeff Mahoney interviews Karla M. Zehms, the Ernst and Young Professor, and Daniel D. Wangerin, the David J. Lesar Professor of Business, both at the University of Wisconsin-Madison. Professors Zehms and Wangerin are two of the co-authors of a recent research paper entitled "Why are Key Audit Matter Disclosures Incrementally Informative Compared to Critical Audit Matter Disclosures?"
This episode has CII General Counsel Jeff Mahoney covering the top 10 important events affecting institutional investors from Dec. 28, 2023 - Jan. 29, 2024.
In this episode, CII General Counsel Jeff Mahoney interviews John Chevedden, a leading proponent of shareholder proposals in the United States.
This episode has CII General Counsel Jeff Mahoney covering the top 10 important events affecting institutional investors from December 4-28, 2023.
Interested in learning more about what CII does? Visit our website to check out our recent advocacy activities and publications.
This episode has CII General Counsel Jeff Mahoney covering the top 10 important events affecting institutional investors from October 31 - December 4, 2023.
In this episode, CII General Counsel Jeff Mahoney interviews Robert R. Carnes, an Assistant Professor at the Warrington College of Business at the University of Florida. Professor Carnes is a co-author of a recent research paper entitled "Externalities of Financial Statement Fraud on the Incoming Accounting Labor Force."
This episode has CII General Counsel Jeff Mahoney covering the top 10 important events affecting institutional investors from October 3-31, 2023.
In this episode, CII General Counsel Jeff Mahoney interviews Andrew F. Tuch, Professor of Law at Washington University in St. Louis. Professor Tuch is the author of a recent research paper entitled "Fairness Opinions and SPAC Reform."
This episode has CII General Counsel Jeff Mahoney covering the top 10 important events affecting institutional investors from September 5 to October 3, 2023.
In this episode, CII General Counsel Jeff Mahoney interviews Karla M. Zehms, the Ernst and Young Professor at University of Wisconsin – Madison. Professor Zehms is one of the co-authors of a recent research paper entitled "Old Institutions, New Report: Auditors’ Experiences Implementing Critical Audit Matter Reporting."
This episode has CII General Counsel Jeff Mahoney covering the top 10 important events affecting institutional investors from August 1 to September 5, 2023.
In this episode, CII General Counsel Jeff Mahoney interviews Edward B. Rock, The Martin Lipton Professor of Law and Co-Director of the Institute for Corporate Governance & Finance at the New York University School of Law. Professor Rock is a co-author of a recent paper, "Corporate Governance Welfarism."
This episode has CII General Counsel Jeff Mahoney covering the top 10 important events affecting institutional investors from June 28 to August 1, 2023.
In this episode, CII General Counsel Jeff Mahoney interviews J. Robert Brown, Jr., the Lawrence W. Treece Professor of Corporate Governance at the University of Denver Sturm College of Law. Professor Brown is a co-author of a recent paper titled "Chilling Climate Change Disclosure: The Enabling Role of Corporate Counsel in Management Misstatements of ESG Matters."
This episode has CII General Counsel Jeff Mahoney covering the top 10 important events affecting institutional investors from May 30 - June 28, 2023.
In this episode, CII General Counsel interviews Zohar Goshen, the Jerome L. Greene Professor of Transactional Law at Columbia Law School. Professor Goshen is a co-author of a research paper titled "Barbarians Inside the Gates: Raiders, Activists, and the Risk of Mistargeting."
In this episode, CII General Counsel Jeff Mahoney interviews Professor Kate Suslava of the Freeman College of Management at Bucknell University. Professor Suslava is one of the co-authors of a recent research paper entitled "Disappearing Audit Disclosure: Changes in the Reporting of Critical Audit Matters." The paper is available upon request from the author at ks063@bucknell.edu.
This episode has CII General Counsel Jeff Mahoney covering the top 10 important events affecting institutional investors from May 2-30, 2023.
In this episode, CII general counsel Jeff Mahoney interviews Professor Luigi Zingales of the University of Chicago. Professor Zingales is one of the co-authors of a recent research paper entitled "How Pervasive is Corporate Fraud?" published in the Review of Accounting Studies.
This episode has CII General Counsel Jeff Mahoney covering the top 10 important events affecting institutional investors from April 4 - May 2, 2023.
In this episode, CII General Counsel Jeff Mahoney interviews Professor Wayne R. Landsman of the Kenan-Flagler Business School at the University of North Carolina at Chapel Hill. Professor Landsman is one of the co-authors of a recent research paper entitled "The Effect of Changes in Legal Liability on Credit Rating Agencies’ Reliance on Financial Statement Information and Rating Quality."
This episode has CII General Counsel Jeff Mahoney covering the top 10 important events affecting institutional investors from March 1 - April 4, 2023.
This episode has CII General Counsel Jeff Mahoney covering the top 10 important events affecting institutional investors from February 2 - March 1, 2023.
In this episode, CII General Counsel Jeff Mahoney interviews Frederick Alexander, CEO of The Shareholder Commons, on McRitchie v. Zuckerberg - a class-action lawsuit filed on October 3, 2022, in the Delaware Court of Chancery.
The complaint alleges that the directors of Meta Platforms breached their fiduciary duties by ignoring the impact of the companies’ operations on the diversified portfolios of its shareholders.
This episode has CII General Counsel Jeff Mahoney covering the top 10 important events affecting institutional investors from January 4 to February 2, 2023.
In this episode, CII General Counsel Jeff Mahoney interviews Scott Hirst, Associate Professor at Boston University School of Law. Professor Hirst is the author of a recent research article entitled "Saving Climate Disclosure."
This episode has CII General Counsel Jeff Mahoney covering the top 10 important events affecting institutional investors from December 2, 2022, to January 4, 2023.
In this episode, CII General Counsel interviews Shiva Rajgopal, the Kester and Byrnes Professor of Accounting and Auditing at Columbia Business School. Professor Rajgopal is the co-author of a recent report entitled "Competitive Target Pay Practices for CEO Compensation."
In this episode, CII General Counsel interviews Albert L. Nagy, Professor of Accountancy at John Carroll University. Professor Nagy is one of the co-authors of a recent research paper entitled “CPAs and Big 4 Office Audit Quality.”
In this episode, CII General Counsel Jeff Mahoney interviews Andrew F. Tuch, Professor of Law, Washington University in St. Louis School of Law. Professor Tuch is a co-author of a recent research article entitled "The Further Erosion of Investor Protection: Expanded Exemptions, SPAC Mergers and Direct Listings."
This episode has CII General Counsel Jeff Mahoney covering the top 10 important events affecting institutional investors from October 31 - December 2.
In this episode, CII General Counsel Jeff Mahoney interviews Lauren Cunningham, the Keith Stanga Professor of Accounting at the University of Tennessee Knoxville and Director of Research for the C. Warren Neel Corporate Governance Center, and Sarah Stein, associate professor and the Deloitte Foundation Faculty Fellow in the department of Accounting and Information Systems at Virginia Tech. Professors Cunningham and Stein are two of the co-authors of a new report, developed with the Center for Audit Quality, entitled "Audit Committee: The Kitchen Sink of the Board."
In this episode, CII General Counsel Jeff Mahoney interviews Preeti Choudhary of the University of Arizona Eller College of Management. Professor Choudhary is a co-author of a recent paper titled "Audit Committee Oversight and Financial Reporting Reliability: Are Audit Committees Overloaded?"
In this episode, CII General Counsel Jeff Mahoney interviews PwC's Vice Chair and US Trust Solutions Co-Leader Wes Bricker and Managing Director and People Leader Danna Spenceley. They discuss human capital and the accounting profession, including strategies for hiring and retention, the decline of college enrollment with regard to meeting assurance business needs, and public company disclosures regarding human capital management.
This episode has CII General Counsel Jeff Mahoney covering the top 10 important events affecting institutional investors from October 3-31.
In this episode, CII General Counsel Jeff Mahoney interviews Khrystyna Bochkay, Associate Professor of accounting at Miami Herbert Business School at the University of Miami and Jeffrey Hales, professor of accounting at the McCombs School of Business at the University of Texas at Austin . Professors Bochkay (an academic fellow at the International Sustainability Standards Board) and Hales (a recently-appointed member of the International Sustainability Standards Board) are two of the co-authors of a recent research paper titled ‘Mere Puffery’ or Credible Disclosure? The Real Effects of Adopting Voluntary ESG Disclosure Standards.
In this episode, CII General Counsel Jeff Mahoney interviews Shiva Rajgopal, the Roy Bernard Kester and T.W. Byrnes Professor at Columbia Business School at Columbia University. Professor Rajgopal is one of the co-authors of a recent research paper entitled “Does ESG Negative Screening Work?”
This episode has CII General Counsel Jeff Mahoney covering the top 10 important events affecting institutional investors from August 30 to October 3.
In this episode, CII General Counsel Jeff Mahoney interviews Robert K. Kry, a Founding Partner of the law firm of MoloLamken LLP. Listeners will hear an expert legal analysis of the investor implications of the United States Supreme Court’s recent decision in West Virginia v. the Environmental Protection Agency, followed by an investor-oriented preview of the Court’s 2022-2023 term.
This episode has CII General Counsel Jeff Mahoney covering the top 10 important events affecting institutional investors from August 1-30.
In this episode, CII General Counsel Jeff Mahoney interviews Bob Conway, the Author of "The Truth About Public Accounting - Understanding and Managing the Risks the Auditors Bring to the Audit."
In this episode, CII General Counsel Jeff Mahoney interviews Wes Bricker, Vice Chair - US Trust Solutions Co-Leader at PwC on PwC's recently released 2022 Consumer Intelligence Series Survey on Trust.
This episode has CII General Counsel Jeff Mahoney covering the top 10 important events affecting institutional investors from June 29 to August 1.
In this episode, CII General Counsel Jeff Mahoney interviews Caleb N. Griffin, Assistant Professor of Law, at the University of Arkansas School of Law. Last month Professor Griffin testified before the United States Senate Committee on Banking, Housing, and Urban Affairs at a hearing entitled "Considering the Index Fund Voting Process."
This episode has CII General Counsel Jeff Mahoney covering the top 10 important events affecting institutional investors from May 31 to June 29.
In this episode, CII Legal Intern Alvaro Reyes interviews Ryan Wilson, a Professor of Accounting at the University of Iowa. Professor Willson is the co-author of a recent research paper entitled "Not Ready for Primetime: Financial Reporting Quality After SPAC Mergers."
In this episode, CII General Counsel Jeff Mahoney interviews Jeffrey A. Sonnenfeld, the Founder & President of the Yale Chief Executive Leadership Institute and the Senior Associate Dean of the Yale School of Management, and Steven Tian, Director of Research of the Yale Chief Executive Leadership Institute. Sonnenfeld and Tian are co-authors of a recent paper entitled "It Pays For Companies To Leave Russia."
In this episode, CII General Counsel Jeff Mahoney interviews Daniel J. Taylor, the Arthur Anderson Professor of Accounting at the Wharton School of the University of Pennsylvania. Professor Taylor is the co-author of a recent research paper entitled "Holding Foreign Insiders Accountable."
This episode has CII General Counsel Jeff Mahoney covering the top 10 important events affecting institutional investors from April 29 to May 31.
In this episode, CII General Counsel Jeff Mahoney chats with Gabriela Figueiredo Dias, Chair of the International Ethics Standards Board for Accountants, on what the Board does and why investors should care about its work.
In this episode, CII General Counsel Jeff Mahoney interviews Professor George S. Georgiev of the Emory University School of Law. Professor Georgiev is the author of recent post to the Oxford Business Law Blog entitled “The SEC’s new Proposal on Climate Disclosure: Critiquing the Critics.”
This episode has CII General Counsel Jeff Mahoney covering the top 10 important events affecting institutional investors from April 1 to 29.
In this episode, CII General Counsel Jeff Mahoney interviews Shivaram Rajgopal, the Kester and Brynes Professor at Columbia Business School. Professor Rajgopal is the author of a two-part article published in Forbes entitled "The SEC’s Attempt to Write Generally Accepted Climate Principles." Recently, Professor Rajgopal published a third article about the Securities and Exchange Commission’s climate disclosure proposal entitled "Why Do Critics Claim that the SEC Has Over-Reached with Climate Risk Disclosure?"
In this episode, CII General Counsel Jeff Mahoney interviews Professor Alexander Platt of the University of Kansas School of Law. Professor Platt is the author of a new research paper entitled "Legal Guardrails for a Unicorn Crackdown."
This episode has CII General Counsel Jeff Mahoney covering the top 10 important events affecting institutional investors from March 1 to April 1
In this episode, CII General Counsel Jeff Mahoney interviews Michael Klausner, the Nancy and Charles Munger Professor of Business and Professor of Law, at Stanford Law School.
Professor Klausner is co-author of an article titled "SPAC Disclosure of Net Cash Per Share."
In this episode, CII General Counsel Jeff Mahoney interviews Yaron Nili, Associate Professor of Law and Smith-Rowe Faculty Fellow in Business Law at the University of Wisconsin Law School. Professor Nili is a co-author of an article recently published in the Yale Law Journal entitled “The Corporate Governance GAP.”
This episode has CII General Counsel Jeff Mahoney covering the top 10 important events affecting institutional investors from January 31 to March 1.
In this episode, CII General Counsel Jeff Mahoney interviews Professor Adriana Z. Robertson, the Honorable Justice Frank Iacobucci Chair in Capital Markets Regulation and Associate Professor of Law and Finance, University of Toronto.
Professor Robertson is the co-author of an article recent research paper entitled “Hidden Agendas in Shareholder Voting.”
In this episode, CII General Counsel Jeff Mahoney interviews Professor George S. Georgiev of the Emory University School of Law. Georgiev is the author of an article recently published in N.Y.U. Journal of Law & Business entitled “The Breakdown of the Public–Private Divide in Securities Law: Causes, Consequences, and Reforms.”
In this episode, CII General Counsel Jeff Mahoney interviews John C. Coates, the John F. Cogan Professor of Law and Economics at Harvard Law School. Professor Coates is the author of a recent research paper entitled "SPAC Law and Myths."
This episode has CII General Counsel Jeff Mahoney covering the top 10 important events affecting institutional investors from Jan. 4-31.
In this episode, CII General Counsel Jeff Mahoney interviews Shivaram Rajgopal, the Kester and Brynes Professor at Columbia Business School. Professor Rajgopal is the co-author a recent research paper entitled "Lifetime Earnings."
In this episode, CII General Counsel Jeff Mahoney interviews Rachel Thompson, Professor at the College of Business at North Dakota State University. Professor Thompson is the author of a recent research paper entitled “Reporting Misstatements as Revisions: An evaluation of Managers’ Use of Materiality Discretion.”
In this episode, CII General Counsel Jeff Mahoney discusses developments in corporate governance and related CII advocacy activities in connection with the Administration’s initiative to reform the U.S. financial regulatory system for the period of November 30 - January 4.
In this episode, CII General Counsel Jeff Mahoney interviews Michael Klausner, the Nancy and Charles Munger Professor of Business and Professor of Law, at Stanford Law School.
Last year, Professor Klausner co-authored a research paper entitled “A Sober Look at SPACs.” Based on research from January 2019 through June 2000, the paper found three disconcerting features of special purpose acquisitions companies: (1) SPAC shares were highly dilutive; (2) the post-merger performance of SPAC shares were quite low; and (3) SPAC sponsors’ returns were extraordinarily high.
In this episode, CII General Counsel Jeff Mahoney interviews Daniel J. Taylor, Associate Professor of Accounting at The Wharton School of the University of Pennsylvania. On November 10th Professor Taylor, together with over 30 other accounting and financial economics scholars, filed a memorandum as amici curie in the United States District Court for the Southern District of New York in the case of George Assad versus E.Merge Technology Acquisition Corp.
In this episode, CII General Counsel Jeff Mahoney discusses developments in corporate governance and related CII advocacy activities in connection with the Administration’s initiative to reform the U.S. financial regulatory system for the period of November 1 -30.
In this episode, CII General Counsel Jeff Mahoney interviews Professor Ethan Rouen, assistant professor of business administration in the Accounting and Management Unit and faculty co-chair of the Impact-Weighted Accounts Project at Harvard Business School.
In this episode, CII General Counsel Jeff Mahoney interviews Professors Gladriel & Jarrod Shobe of Brigham Young University Law School. The Professors are co-authors of a recent research paper entitled “The Dual Class Spectrum.”
In this episode, CII Senior Research Analyst Lucy Nussbaum interviews Professor Daniel Preston of Indiana University. Professor Preston has developed a survey for CII members on challenges faced by institutional investors in pursuing SDG-aligned investment opportunities in Africa.
In this episode, CII General Counsel Jeff Mahoney interviews Professor Joshua Mitts of Columbia University School of Law. Professor Mitts is the co-author of recent research paper entitled "The Index-Fund Dilemma: An Empirical Study of the Lending-Voting Tradeoff."
In this episode, CII General Counsel Jeff Mahoney interviews Professor Jules H. van Binsbergen of the University of Pennsylvania. Professor van Binsbergen is the co-author of recent paper entitled “The Impact of Impact Investing.”
In this episode, CII General Counsel Jeff Mahoney discusses developments in corporate governance and related CII advocacy activities in connection with the Administration’s initiative to reform the U.S. financial regulatory system for the period of October 4 to November 1 .
In this episode, CII General Counsel Jeff Mahoney interviews Professors Steven Boivie and Michael Withers of Texas A&M University, and Scott Griffin of the University of Georgia. Along with Professor Kevin Corley of Arizona State University, the professors are co-authors of a recent research article entitled “Corporate directors’ implicit theories of the roles and duties of boards.”
In this episode, CII General Counsel interviews Fred Fox, Partner at Kaplan Fox, on the topic of current legal issues relating SPACs and shareholder litigation.
In this episode, CII General Counsel Jeff Mahoney discusses developments in corporate governance and related CII advocacy activities in connection with the Administration’s initiative to reform the U.S. financial regulatory system for the period of August 31 - October 4.
In this episode, CII General Counsel Jeff Mahoney interviews Robert K. Kry, a Founding Partner of the law firm of MoloLamken. Kry provides a preview of investor-related issues that are expected to be addressed during the 2021-2022 term of the Supreme Court of the United States which starts on October 4.
After the 2021 proxy season, headlines were rife with stories about investors pushing back against overly generous CEO pay packages and compensation that did not align with lagging corporate performance. In this episode, CII Editor Rosemary Lally speaks with Julian Hamud, senior director of executive compensation research for Glass Lewis, about what this means for say on pay.
After the 2021 proxy season, headlines were rife with stories about investors pushing back against overly generous CEO pay packages and compensation that did not align with lagging corporate performance. In this episode, CII Editor Rosemary Lally speaks with Galen Spielman, senior associate of U.S. compensation research at ISS, about what this means for say on pay.
In this episode, CII General Counsel Jeff Mahoney discusses developments in corporate governance and related CII advocacy activities in connection with the Administration’s initiative to reform the U.S. financial regulatory system for the period of August 2-31.
In this episode, CII General Counsel Jeff Mahoney interviews Professor B. Espen Eckbo, the Tuck Centennial Chair Professor of Finance at the Tuck School of Business at Dartmouth College. Professor Eckbo is the co-author of a recent research paper entitled “Valuation Effects of Norway’s Board Gender-Quota Law Revisited.”
In this episode, CII General Counsel Jeff Mahoney interviews Professor Madison Condon, Associate Professor at Boston University's School of Law . Professor Condon is the co-author of a recent research paper entitled “Market Myopia’s Climate Bubble.”
In this episode, CII General Counsel Jeff Mahoney discusses developments in corporate governance and related CII advocacy activities in connection with the Administration’s initiative to reform the U.S. financial regulatory system for the period of June 30 - August 2.
In this episode, CII General Counsel Jeff Mahoney interviews Heidi Welsh, Executive Director of the Sustainable Investments Institute and Co-author of proxy preview, on the recent 2021 proxy season.
In this episode, CII General Counsel Jeff Mahoney interviews Professor Andrew A. King from the Questrom School of Business at Boston University. Professor King is the co-author of a recent research paper entitled "Materiality and Corporate Sustainability: A Model Uncertainty Analysis."
In this episode, CII General Counsel Jeff Mahoney interviews Shiva Rajgopal, the Kester and Byrnes Professor at Columbia Business School, Columbia University. Professor Rajgopal is the co-author of a recent research paper entitled "Returns to Seeking Political Influence: Early Evidence from the COVID-19 Stimulus."
Professor Rajgopal's also wrote a recent article for Forbes entitled "It Should Be Mandatory To Disclose Political Influence Seeking And Payoffs From The State—There’s An Evidence Based Reason Why."
In this episode, CII General Counsel Jeff Mahoney discusses developments in corporate governance and related CII advocacy activities in connection with the Administration’s initiative to reform the U.S. financial regulatory system for the period of June 2-30
In this episode, CII General Counsel Jeff Mahoney interviews Professor Aaron Yoon, the co-author of a recent research paper entitled “Which Corporate ESG News does the Market React?" Yoon is the Assistant Professor of Accounting Information and Management at Northwestern University Kellogg School of Management.
In this episode, CII General Counsel Jeff Mahoney interviews Professor Usha R. Rodrigues from the University of Georgia Law School. Professor Rodrigues is the co-author of a 2011 research paper on special purpose acquisition companies or SPACs, is currently conducting ongoing, active research into SPACs and in May testified before U.S. Congress at a hearing entitled “Going Public: SPACs, Direct Listings, Public Offerings, and the Need for Investor Protections.”
In this episode, CII General Counsel Jeff Mahoney interviews Richard W. Painter, the S. Walter Richey Professor of Corporate Law at the University of Minnesota Law School. Professor Painter is the author of "Board Diversity: A Response to Professor Fried" in which he details why he supports Nasdaq's proposal to the SEC to approve a new rule requiring most Nasdaq-listed companies to have at least one director self-identifying as a woman and another self-identifying as an underrepresented minority or LGBTQ+, or explain why not in their securities disclosure filings.
(Originally released in January of 2020)
In this episode, CII General Counsel Jeff Mahoney interviews the newly-appointed SEC Director of Corporate Finance Renee Jones (then Associate Dean of Academics and Professor at Boston College Law School) on her September 11, 2019 testimony on dual-class stock before the House Financial Services Committee Subcommittee on Investor Protection, Entrepreneurship, and Capital Markets.
In this episode, CII General Counsel Jeff Mahoney interviews Yaron Nili, assistant professor at the University of Wisconsin. Professor Nili is the co-author of a research paper forthcoming in the Southern California Law Review entitled “The Giant Shadow of Corporate Gadflies.”
In this episode, CII General Counsel Jeff Mahoney discusses developments in corporate governance and related CII advocacy activities in connection with the Administration’s initiative to reform the U.S. financial regulatory system for the period of April 30 to June 2.
In this episode, CII General Counsel Jeff Mahoney interviews C. Gregory Rogers the Founder of Era-Tos-Thenes. Rogers is the author of a recent paper published by Era-Tos-Thenes entitled “Carbon Quotient: How to Create accountability for net zero across the investment value chain."
In this episode, CII General Counsel Jeff Mahoney interviews Nitzan Shilon, a Professor at Peking University School of Transactional Law. Professor Shilon is the author of a recent research paper entitled Pay for Destruction: The Executive Compensation Arrangements That Encourage Value-Decreasing Stock Buybacks.
In this episode, CII General Counsel Jeff Mahoney discusses developments in corporate governance and related CII advocacy activities in connection with the Administration’s initiative to reform the U.S. financial regulatory system for the period of March 31 - April 30.
In this episode, CII General Counsel Jeff Mahoney interviews Carol Adams, Professor of Accounting at Durham University Business School, Durham University, United Kingdom and Swineburne Business School, Swinburne University of Technology, Melbourne, Australia. Professor Adams is a co-author of a paper entitled Connecting the COVID-19 pandemic, environmental, social and governance (ESG) investing and calls for ‘harmonisation’ of sustainability reporting .
In this episode, CII General Counsel Jeff Mahoney interviews Joshua Mitts, Associate Professor of Law and Milton Handler Fellow at Columbia Law School, on his new research paper titled Insider Trading and Strategic Disclosure.
In this episode, CII general counsel Jeff Mahoney interviews professor Preeti Choudhary, Eller College of Management, University of Arizona , co-author of The Economics of Audit Production: What Matters for Audit Quality? An Empirical Analysis of the Role of Mid-level Managers within the Audit Firm..
In this episode, CII General Counsel Jeff Mahoney discusses developments in corporate governance and related CII advocacy activities in connection with the Administration’s initiative to reform the U.S. financial regulatory system for the period of March 3-31.
In this episode, CII General Counsel Jeff Mahoney discusses developments in corporate governance and related CII advocacy activities in connection with the Administration’s initiative to reform the U.S. financial regulatory system for the period of February 2 - March 3.
In this episode, CII General Counsel Jeff Mahoney interviews Robert Conway, author of "The Truth About Public Accounting."
Yumi Narita, Executive Director of Corporate Governance at the Office of New York City Comptroller Scott Stringer, discusses shareholder proposals urging public access to same diversity data that companies provide confidentially to the Equal Employment Opportunity Commission.
In this episode, CII general counsel Jeff Mahoney interviews Michael Klausner, the Nancy and Charles Munger Professor of Business and Professor of Law, Sanford Law School. Professor Klausner discusses Special Purpose Acquisition Companies (SPACs), including: What is a SPAC?; why are they so popular?; and what regulatory reforms of SPAC’s may be appropriate?
Professor Klausner is the co-author of a recent research paper: “A Sober Look at SPACs.”
In this episode, CII general counsel Jeff Mahoney interviews Daniel Taylor, Associate Professor of Accounting at the Wharton School, University of Pennsylvania. Professor Taylor discusses Rule 10b5-1 trading plans: What are they; how they may be abused by corporate executives; and what reforms should investors be advocating for.
Professor Taylor is a co-author of a recent paper: Gaming the System: Three 'Red Flags' of Potential 10b5-1 Abuse.
In this episode, CII General Counsel Jeff Mahoney discusses developments in corporate governance and related CII advocacy activities in connection with the Administration’s initiative to reform the U.S. financial regulatory system for the period of January 6 - February 2.
In this episode, CII General Counsel Jeff Mahoney discusses developments in corporate governance and related CII advocacy activities in connection with the Administration’s initiative to reform the U.S. financial regulatory system for the period of December 3 - January 6
In this episode, CII General Counsel Jeff Mahoney discusses developments in corporate governance and related CII advocacy activities in connection with the Administration’s initiative to reform the U.S. financial regulatory system for the period of October 30 to December 2.
In this episode, CII General Counsel Jeff Mahoney interviews Shiva Rajgopol, the Kester and Byrnes Professor of Accounting and Auditing at Columbia Business School. Professor Rajgopol is the co-author of a recent research paper with Aneesh Raghunandan of the London School of Economics entitled “Do the Socially Responsible Walk the Talk?”
The paper examines data relating to signatory companies to the August 2019 Business Roundtable statement on a purpose of a corporation and how it relates to those companies whose stocks are held in large ESG funds.
In this episode, CII General Counsel Jeff Mahoney discusses developments in corporate governance and related CII advocacy activities in connection with the Administration’s initiative to reform the U.S. financial regulatory system for the period of October 3 - 30.
In this episode, CII general counsel Jeff Mahoney interviews Preeti Choudhary, Associate Professor of Accounting at the Eller College of Management, University of Arizona. Professor Choudhary addresses the question of why corporate management waivers of financial statement errors identified by their external auditors are a cost to investors.
In this episode, CII General Counsel Jeff Mahoney discusses developments in corporate governance and related CII advocacy activities in connection with the Administration’s initiative to reform the U.S. financial regulatory system for the period of September 3 - October 2.
In this episode, CII General Counsel Jeff Mahoney interviews Robert K. Kry, a Founding Partner of the law firm of MoloLamken. Kry provides a preview of investor related issues that are expected to be addressed during the 2020-2021 term of the Supreme Court of the United States which began on October 5.
In this episode, CII General Counsel Jeff Mahoney discusses developments in corporate governance and related CII advocacy activities in connection with the Administration’s initiative to reform the U.S. financial regulatory system for the period of August 3 - September 3.
In this podcast, CII Senior Research Analyst Lucy Nussbaum discusses CII’s new bibliography and the importance of empirical research on ESG factors and firm value with Julie Gorte, the Senior Vice President of Sustainable Investing at Impax Asset Management.
In this episode, CII General Counsel Jeff Mahoney discusses developments in corporate governance and related CII advocacy activities in connection with the Administration’s initiative to reform the U.S. financial regulatory system for the period of July 1 - August 3.
In this episode, CII General Counsel Jeff Mahoney interviews Jaime J. Schmidt, Associate Professor at The University of Texas at Austin McCombs School of Business on her recent research paper, "Have Critical Audit Matter Disclosures Indirectly Benefitted Investors by Constraining Earnings Management? Evidence from Tax Accounts."
In this episode, CII General Counsel Jeff Mahoney discusses some of CII's advocacy efforts and regulatory/legislative activities for the period of June 2-30 relevant to the Administration’s efforts to reform the U.S. financial regulatory system.
In this episode, CII General Counsel Jeff Mahoney interviews Public Company Accounting Oversight Board (PCAOB) Board Member Jay Brown on streamlining inspection reports for auditors and increasing disclosures on serious audit deficiencies.
In this episode, CII General Counsel Jeff Mahoney discusses some of CII's advocacy efforts and regulatory/legislative activities for the period of May 6 - June 2 relevant to the Administration’s efforts to reform the U.S. financial regulatory system.
On this episode, Dan Kapinos and Pam Greene of Aon discuss stock option repricing and exchange programs and their expectations given the Covid-19 pandemic.
In this episode, CII General Counsel Jeff Mahoney interviews Colleen Honigsberg, Associate Professor of Law at Stanford. Professor Honigsberg is the author of a recent article published in the Vanderbilt Law Review entitled “The Case for Individual Audit Partner Accountability.” Professor Honigsberg’s article argues that the persistence of accounting failures around the world indicates the need for improving audit quality. The solution: Auditor Scorecards.
In this episode, CII General Counsel Jeff Mahoney discusses some of CII's advocacy efforts and regulatory/legislative activities for the period of April 2 - May 5 relevant to the Administration’s efforts to reform the U.S. financial regulatory system.
Based in the UK, ShareAction recently released its 2019 Workforce Disclosure Initiative (WDI) signed by 137 investors with over $15 trillion in assets under management. Broadly, these investors are calling for transparency from companies on how they mange workers. In this episode, we sit down with Aine Clarke, Investment Engagement Manager at WDI, to discuss the survey's findings and the future of workforce governance.
CII General Counsel Jeff Mahoney interviews Susanna Gallani, assistant professor of business administration, Harvard Business School about her recent research paper entitled “Are ISS Recommendations Informative? Evidence from Assessments of Compensation Practices.”
In this episode, CII Research Analyst Lucy Nussbaum discusses a set of standards on human capital management reporting published by the International Organization for Standardization (ISO) with Jeff Higgins who was the lead US representative on the ISO task force that created these standards and is the CEO of the Human Capital Management Institute.
In this episode, CII General Counsel Jeff Mahoney interviews Laurence B. Siegel about his new book, "Fewer, Richer, and Greener."
The daily news is often filled with doomsday stories claiming our world is experiencing stagnant economic growth, environmental deterioration, dwindling natural resources, and an unsustainable increase in world population. Mr. Siegel’s new book debunks those notions and explains why we will have fewer people than we were expecting, we will become richer, and perhaps most surprisingly, that the planet will become greener.
In this episode, CII General Counsel Jeff Mahoney discusses some of CII's advocacy efforts and regulatory/legislative activities for the period of March 2 - April 1 relevant to the Administration’s efforts to reform the U.S. financial regulatory system.
In this episode, CII General Counsel Jeff Mahoney interviews Andrew Franklin, president of UTR LLC, a public and private equity investor focusing on small-cap companies in consumer discretionary and durable goods manufacturers. They discuss the application and risks of Delaware Corporation Law sections 204 & 205 on defective corporate acts.
In this episode, Professor Wang from Harvard Business School discusses his recent paper demonstrating that the market is inefficiently assessing corporate earnings because too few investors and other market participants read and consider information contained in footnotes to financial reports.
In this episode, CII General Counsel Jeff Mahoney discusses some of CII's advocacy efforts and regulatory/legislative activities for the period of February 6-28 relevant to the Administration’s efforts to reform the U.S. financial regulatory system.
In this episode, CII General Counsel Jeff Mahoney discusses some of CII's advocacy efforts and regulatory/legislative activities for the period of January 4 to February 5 relevant to the Administration’s efforts to reform the U.S. financial regulatory system.
In this episode, CII General Counsel Jeff Mahoney interviews Robert K. Kry, a founding partner of the law firm MoloLamken, on upcoming issues on the Supreme Court's 2019-2020 docket. Specifically, they discuss those cases of particular interest to institutional investors.
In this episode, CII General Counsel Jeff Mahoney discusses some of CII's advocacy efforts and regulatory/legislative activities for the period of November 28 through January 3 relevant to the Administration’s efforts to reform the U.S. financial regulatory system.
In this episode, CII General Counsel Jeff Mahoney interviews Professor Renee Jones, Associate Dean of Academics and Professor at Boston College Law School, on her September 11th testimony on dual-class stock before the House Financial Services Committee Subcommittee on Investor Protection, Entrepreneurship, and Capital Markets.
In this episode, CII General Counsel Jeff Mahoney discusses some of CII's advocacy efforts and regulatory/legislative activities for the period of November 1 through November 27 relevant to the Administration’s efforts to reform the U.S. financial regulatory system.
In this episode, CII Executive Director Ken Bertsch interviews Tamara Belinfanti, professor of business and financial law at New York Law School, and Arthur Kohn, partner at Cleary Gottleib, on the Ethical Shareholder Initiative (ESI). ESI's mission is to educate and empower shareholders to work together to help corporations protect long-term interests in sustainable profits earned while respecting people, the planet, and our political system.
In this episode, CII General Counsel Jeff Mahoney discusses some of CII's advocacy efforts and regulatory/legislative activities for the period of October 1 though November 1 relevant to the Administration’s efforts to reform the U.S. financial regulatory system.
In this episode, CII Director of Research Glenn Davis interviews Rhonda Brauer, the principle author of Council of Institutional Investors’ Research and Education Fund's newest publication: Sustainability Reporting Frameworks: A Guide for CIOs.
In this episode, CII General Counsel Jeff Mahoney discusses some of CII's advocacy efforts and regulatory/legislative activities for the period of September 1 through October 1 relevant to the Administration’s efforts to reform the U.S. financial regulatory system.
In this episode, CII legal intern Joe Caputo interviews Georgetown Law Professor Urska Velikonja on legislation and enforcement of federal securities law and how it applies to investors.
In this episode, CII General Counsel Jeff Mahoney discusses some of CII's advocacy efforts and regulatory/legislative activities for the period of July 30 through August 30 relevant to the Administration’s efforts to reform the U.S. financial regulatory system.
In this episode, CII General Counsel Jeff Mahoney interviews Preeti Choudhary, Associate Professor of Accounting at Eller College of Management at the University of Arizona, on her research paper "Auditors’ Quantitative Materiality Judgments: Properties and Implications for Financial Reporting Reliability." The research analyzes data made available through the Public Company Accounting Oversight Board and concludes that there is a linkage between higher materiality thresholds used by external auditors and lower financial statement reliability.
In this episode, CII General Counsel Jeff Mahoney discusses some of CII's advocacy efforts and regulatory/legislative activities for the period of July 1-30 relevant to the Administration’s efforts to reform the U.S. financial regulatory system.
In this episode, CII Deputy Director Amy Borrus interviews Rakhi Kumar, senior managing director and head of ESG investments at State Street Global Advisors, on R-Factor, a new trademarked ESG scoring system that State Street has developed to inform its proxy voting and engagements with portfolio companies.
In this episode, CII General Counsel Jeff Mahoney discusses some of CII's advocacy efforts and regulatory/legislative activities for the period of June 1-28 relevant to the Administration’s efforts to reform the U.S. financial regulatory system.
Carrie Green of the Tennessee Consolidated Retirement System and professor Greg Nagel discuss their research in support of filling the CEO role through internal promotion and developing that person’s preparedness, in part, through board service prior to being named CEO.
Short Hills Capital Partners Managing Partner Stephen Weiss discusses his new paper, A Governance Solution to Prevent the Destruction of Shareholder Value in M&A Transactions. The publication argues that shareholders should have an independent monitor working for them in cases of a change in corporate control or key initiatives such as major acquisitions.
In this episode, CII General Counsel Jeff Mahoney discusses some of CII's advocacy efforts and regulatory/legislative activities for the period of April 26 - May 31 relevant to the Administration’s efforts to reform the U.S. financial regulatory system.
In this episode, CII General Counsel Jeff Mahoney interviews Professors Salman Arif and Joseph Schroeder of the Kelley School of Business at Indiana University, and Professor Daniel Taylor of the Wharton School at the University of Pennsylvania. Professors Arif, Schroeder, and Taylor (and Professor John Kepler of the Wharton School) are the co-authors of a new research paper entitled Audit Process, Private Information, and Insider Trading. The paper examines whether corporate insiders trade based on private information about audited findings. Mr. Mahoney asks the Professors about the potential implications of their research on long-term investors, draft federal legislation on insider trading, and public company auditing standards.
In this episode, CII General Counsel Jeff Mahoney discusses some of CII's advocacy efforts and regulatory/legislative activities for the period of March 26 - April 26 relevant to the Administration’s efforts to reform the U.S. financial regulatory system.
Growing numbers of U.S. public companies are tying executive pay to “adjusted” earnings figures that often overstate performance as measured by generally accepted accounting principles (GAAP), the standard for financial statements filed with the SEC. Robert Pozen, senior lecturer at the MIT Sloan School of Management, discusses CII’s April 29 petition LINK to the SEC asking the agency to require public companies to reconcile any “adjusted” earnings measures they use to GAAP figures in the proxy statement’s Compensation Discussion & Analysis section, and to explain their rationale for using adjusted measures in setting executive pay.
Cybersecurity is on the engagement agenda for an increasing number of stewardship professionals and portfolio companies. In this episode of The Voice of Corporate Governance, Ryan Dodd, founder of CyberHedge, chats with CII’s Glenn Davis on how investors can make the most of these opportunities.
In this episode, CII General Counsel Jeff Mahoney interviews Elise J. Bean on her recently published book, “Financial Exposure, Carl Levin’s Senate Investigations into Finance and Tax Abuse.”
In this episode CII Deputy Director Amy Borrus interviews Courteney Keatinge about Glass Lewis' new Report Feedback Statement Service. If anyone has questions or comments about the RFS, they can email info@glasslewis.com or visit Glass Lewis' website at https://www.glasslewis.com/report-feedback-statement-service/
In this episode, CII General Counsel Jeff Mahoney discusses some of CII's advocacy efforts and regulatory/legislative activities for the period of February 27 - March 26 relevant to the Administration’s efforts to reform the U.S. financial regulatory system.
In this episode, CII General Counsel Jeff Mahoney discusses some of CII's advocacy efforts and regulatory/legislative activities for the period of January 31 to February 26 relevant to the Administration’s efforts to reform the U.S. financial regulatory system.
In this episode, CII Deputy Director Amy Borrus interviews Pat McGurn, special counsel and head of strategic research and analysis at Institutional Shareholder Services. McGurn discusses trends from last year's proxy season and his predictions for 2019.
In this episode, CII General Counsel Jeff Mahoney discusses some of CII's advocacy efforts and regulatory/legislative activities for the period of December 21 to January 30 relevant to the Administration’s efforts to reform the U.S. financial regulatory system.
Many believe that the infrastructure shaping the relationship between investors and public companies, whether on clearing and settlement, proxy voting or engagement, is ripe for improvement. CII’s Glenn Davis interviews Alex Lebow, founder of Say.com, on changes that could be on the horizon.
In this episode, CII General Counsel Jeff Mahoney discusses some of CII's advocacy efforts and regulatory/legislative activities for the period of November 20 – December 20 relevant to the Administration’s efforts to reform the U.S. financial regulatory system.
On the latest episode of CII's podcast, The Voice of Corporate Governance, CII General Counsel Jeff Mahoney interviews Peter Kilbinger Hansen of Battea Class Action Services. Mr. Hansen discusses current developments in three large international investor litigation cases: Petrobras (Netherlands), Volkswagen (Germany), and Danske Bank (Denmark).
CII General Counsel Jeff Mahoney discusses CII's advocacy efforts and regulatory/legislative updates of importance to CII members for the period of October 18 - November 27.
On the latest episode of CII's podcast, CII General Counsel Jeff Mahoney interviews Kellie C. Huennekens of the EY Center for Board Matters. Huennekens discusses EY’s recently issued report entitled “Cybersecurity Disclosure Benchmarking.”
Many U.S. investment professionals and companies pushed back on President Trump’s suggestion in August that the SEC consider requiring U.S. public companies to report their financials every six months instead of every quarter. But in the U.K., semi-annual reporting is the norm. CII Deputy Director Amy Borrus interviews Andrew Ninian, director of stewardship and corporate governance at the U.K. Investment Association, about why the U.K. thinks longer intervals for financial reporting are better for investors and companies.
On this episode, CII General Counsel Jeff Mahoney interviews Ty Gellasch, Executive Director of Healthy Markets Association. Gellasch discusses several current market structures under consideration by the U.S. Securities and Exchange Commission and why those issues are important to institutional investors.
CII General Counsel Jeff Mahoney discusses CII's advocacy efforts and regulatory/legislative updates of importance to CII members for the period of September 18 through October 18.
CII Director of Research Glenn Davis interviews JC Artigas of the World Gold Council on the drivers of demand for gold and implications for investors.
In this episode, CII General Counsel Jeff Mahoney interviews Professor Wayne R. Landsman, University of North Carolina, Kenan-Flagler Business School. Professor Landsman discusses his recent research paper that focuses on the revolving door for employees between the U.S. audit regulator, the Public Company Accounting Oversight Board, and the large audit firms and its potential implications for investors.
In this episode, CII General Counsel Jeff Mahoney interviews Rachel Curley, Democracy Associate at Public Citizen. Ms. Curley discusses a new rulemaking petition to the U.S. Securities and Exchange Commission calling on the SEC to create standard rules for public companies to disclose environmental, social, and governance information.
In this episode, CII General Counsel Jeff Mahoney interviews John C. Coates IV, Professor of Law and Economics, Harvard Law School. Professor Coates discusses corporate governance legislation under consideration by the U.S. Senate Committee on Banking, Housing, and Urban Affairs.
CII General Counsel Jeff Mahoney discusses CII's advocacy efforts and regulatory/legislative updates of importance to CII members for the period of August 15 through September 17.
In this episode, CII General Counsel Jeff Mahoney interviews Professor Salman Arif, assistant professor of accounting at Indiana University’s Kelley School of Business. Professor Arif discusses his recent research paper that examines the effects of the frequency of corporate financial reporting on investors and the capital markets. The paper is timely given President’s Trump’s August 17 tweet announcing that he has asked the Securities and Exchange Commission to study whether public companies should be allowed to publish semi-annual, rather than quarterly, financial reports.
In this episode, CII General Counsel Jeff Mahoney interviews Chris Hayes, Director, Industry Affairs, Institutional Limited Partners Association (ILPA). Mr. Hayes discusses ILPA’s views on private equity fund governance.
CII General Counsel Jeff Mahoney discusses CII's advocacy efforts and legislative updates of importance to CII members for the period of July 11 through August 15
Clay Lowery, a former assistant secretary for international affairs at the Treasury Department, talks with CII’s Brandon Whitehill about the Committee on Foreign Investment in the United States, its pending reforms, and what investors need to know about its investment review process.
Cristiano Guerra, executive director of M&A and contested elections at ISS, talks to CII's Glenn Davis about the work that precedes his team's reports.
Charles Elson of the University of Delaware discusses whether Delaware courts will provide “business judgment rule” deference to directors of companies that offer public shareholders only non-voting shares. Judges do not second-guess board decisions under the business judgment rule, which is based in part on the shareholder franchise.
On May 31, CII sent its final batch of majority-vote letters, wrapping up a year-long effort that urged 984 Russell 3000 companies to adopt majority voting standards in the election of uncontested directors. With the campaign’s completion, CII Deputy Director Amy Borrus and Research Analyst Gabriel Morey discuss the methods, results, and takeaways from the majority voting campaign.
In a new research paper, CII finds that multi-class common stock with differentiated voting rights has no meaningful effect on long-term performance, as measured by return on invested capital.
CII Executive Director Ken Bertsch outlines how key provisions of the House financial deregulation bill would weaken critical shareholder rights, and steps CII is taking to oppose the provisions.
CII Director of Research Glenn Davis explains how shareholder meetings conducted entirely online short-change investors—and what CII is doing to persuade companies to use technology to enhance, rather than restrict, shareholder participation.
CII Executive Director Ken Bertsch discusses the Council’s objections to public companies listing non-voting shares and why no-vote shares have no place in stock indexes.