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Program on Corporate Governance Advisory Board
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier Christine Davine
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Changing Investment Stewardship Practices in a Post Covid-19 World
Just as the COVID-19 pandemic has had a significant impact on society, business and public policy, it has also led to significant changes to corporate governance. Companies experienced new ways of organizing annual general meetings (“AGM”) of shareholders, in a virtual or hybrid manner. We have also seen a raft of new voting trends emerge. […]
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Posted in Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications
Tagged Board meetings, COVID-19, ESG, Institutional Investors, Proxy advisors, Proxy voting, Shareholder voting, Stewardship, Transparency, Virtual meetings
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A Revised Monitoring Model Confronts Today’s Movement Toward Managerialism
This paper is motivated by our belief that the shareholder vote is important as a source of validating the power held by the board, but most importantly as an “error correction/protection” device. We therefore find it odd that with the ever-growing concentration of ownership of public companies among various financial institutions (and not retail customers) […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, Institutional Investors
Tagged ESG, Hedge funds, Institutional monitoring, Management, Managerial style, Oversight, Shareholder activism, Stakeholders
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SEC Brings Rare Regulation FD Enforcement Case
On March 5, 2021, the Securities and Exchange Commission charged AT&T with violating Regulation FD (“Reg FD”) for selectively disclosing material nonpublic information (“MNPI”) to research analysts. The SEC has brought only a handful of Reg FD cases since its enactment in 2000, and this case may have significant implications for investment professionals. Regulation FD […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Broker-dealers, Disclosure, Fund managers, Information asymmetries, Inside information, Insider trading, Private funds, Regulation FD, SEC, SEC enforcement, Securities enforcement, Securities regulation
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Observations About the March 2020 Market Turmoil and Regulated Funds
Please let me express my sincere gratitude to everyone who has been part of putting this conference together, as well as everyone in attendance today. This conference is the premier event in the United States for legal and compliance professionals working in the regulated fund industry, and it is an honor to speak before you […]
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Posted in Banking & Financial Institutions, Financial Crisis, Financial Regulation, Practitioner Publications, Securities Regulation
Tagged Banks, Bonds, Capital markets, COVID-19, Financial institutions, Financial regulation, Institutional Investors, Liquidity, Mutual funds, Risk management, Securities regulation, Shocks, Systemic risk
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A Response to Calls for SEC-Mandated ESG Disclosure
The acronym “ESG” is used as shorthand for a dizzyingly broad array of “environmental,” “social,” and “governance” topics affecting businesses. The topics spanned include climate change, human capital management, supply chain management, human rights, cybersecurity, diversity and inclusion, corporate tax policy, corporate political spending, executive compensation practices, and more. Members of the ESG movement are […]
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Posted in Academic Research, Accounting & Disclosure, ESG, Institutional Investors
Tagged Climate change, Environmental disclosure, ESG, Institutional Investors, SEC, SEC rulemaking, Securities regulation, Sustainability
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Twenty Years Later: The Lasting Lessons of Enron
This spring marks the 20th anniversary of the beginning of the dramatic and cataclysmic demise of Enron Corp. A scandal of exceptional scope and impact, it was (at the time) the largest bankruptcy in American history. The alleged business practices of its executives led to numerous individual criminal convictions. It was also a principal impetus […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications, Securities Regulation
Tagged Accounting, Audits, Board oversight, Corporate culture, Corporate fraud, Enron, External auditors, Misconduct, Oversight, Sarbanes–Oxley Act, Securities fraud, Securities regulation
1 Comment
Greenshoe Options and Underwriter Principal Trading
I am very grateful to Mr. Evans for his thoughtful reply to my prior post on the Forum. His reply raises important interpretive issues that I hope that the SEC and FINRA will directly address. In connection with U.S. initial public offerings (IPOs), underwriters usually trade in the issuer’s stock for their own principal accounts, […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Securities Regulation
Tagged Capital formation, Capital markets, Equity offerings, IPOs, Market reaction, Regulation M, Securities regulation, Underwriting
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What Boards Need to Know About Shareholder Activism
Shareholder activism has proved to be a permanent part of the global capital markets. In 2009, activist hedge funds had approximately $39b in assets under management. Today, that number is closer to $130b. Considering assets under management for all hedge funds that pursue activism in at least one of their strategies, the total amount of […]
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Posted in Boards of Directors, ESG, Institutional Investors, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Engagement, ESG, Hedge funds, Institutional Investors, Mergers & acquisitions, Shareholder activism, Target firms
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Does Target Firm Insider Trading Signal the Target’s Synergy Potential in Mergers and Acquisitions?
In our paper forthcoming in the Journal of Financial Economics, we raise a question: can a firm looking for a takeover target use a target firm’s net insider buying as a signal of the potential worthiness of this acquisition? Prior studies have not examined the implication of insider trading for the outcomes of corporate mergers […]
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Comment Letter on Rule 144 Holding Period and Form 144 Filings
We applaud the Commission for putting forth the Proposed Rule 144 Holding Period and Form 144 Filings (“Proposal”) and appreciate the opportunity to comment. Our comments and analysis relate primarily to the request for comments in Sections I.C.2, II.D, and III.D of the Proposal. The Proposal would meaningfully alter the reporting requirements surrounding the trades […]
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