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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
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino
- Steven J. Williams
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
The Data Story of Ukraine, Russia and Corporate Responses
The first quarter of 2022 presented a challenging communications terrain for business leaders as the Russian invasion of Ukraine shook markets, shattered supply chains and shocked the world. Within hours, it was clear that big businesses would have a huge role to play; what they did—and what they said about what they were doing—would shape […]
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Posted in ESG, International Corporate Governance & Regulation, Practitioner Publications
Tagged Corporate Social Responsibility, ESG, International governance, Management, Reputation, Russia, Social media, Ukraine
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How Gold Medal Boards Prioritize Their Time
Consciously or unconsciously, every board independently decides where it is going to focus its attention and efforts. We asked directors to reflect on their board agenda over the past 12 months and identify the top three areas where their full board has spent the most time, and we then ranked those items based on how […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, International Corporate Governance & Regulation, Practitioner Publications
Tagged Board leadership, Board performance, Boards of Directors, Corporate culture, Decision-making, International governance, Management, Succession
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VICI Properties: Creating Value from the Ashes of Caesar’s Demise
We recently published a paper on SSRN, VICI Properties: Creating Value from the Ashes of Caesar’s Demise, that examines the corporate governance changes that took place with the formerly bankrupted property assets of Caesar’s Entertainment to illustrate the potential impact that thoughtful governance choices can have on corporate performance. Case studies of corporate governance often […]
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Posted in Academic Research, Bankruptcy & Financial Distress, Comparative Corporate Governance & Regulation, Institutional Investors
Tagged Bankruptcy, Capital formation, Capital structure, Distressed companies, Hedge funds, Institutional Investors, IPOs, REITs
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New SEC Rule Mandates Electronic Filing of Form 144s and “Glossy” Annual Reports
On June 3, 2022, the US Securities and Exchange Commission (SEC) adopted amendments to Rule 101 of Regulation S-T that eliminate the option for issuers and filing persons to file a number of forms in paper format. The amendments mandate that issuers and filing persons electronically submit the following forms on EDGAR: Form 144 for […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation
Tagged Accounting, Disclosure, EDGAR, Filings, Form 11-K, SEC, SEC rulemaking, Securities regulation
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Hidden Agendas in Shareholder Voting
Nothing in either corporate or securities law requires companies to notify investors what they will be voting on before the record date for the meeting. In a forthcoming paper, we show that, overwhelmingly, they do not. The result is “hidden agendas”: for 88% of shareholder votes, investors cannot find out what they will be voting […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, Institutional Investors, Securities Regulation
Tagged Asset management, Institutional Investors, SEC, Securities lending, Securities regulation, Shareholder meetings, Shareholder voting
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The Proposed SEC Climate Disclosure Rule: A Comment from Twenty-Two Professors of Law and Finance
This post is based on a comment letter sent to the SEC by Stephen M. Bainbridge (UCLA), Jonathan B. Berk (Stanford), Sanjai Bhagat (Colorado), Bernard S. Black (Northwestern), William J. Carney (Emory), Lawrence A. Cunningham (GW), David J. Denis (Pittsburgh), Diane Denis (Pittsburgh), Charles M. Elson (Delaware), Jesse M. Fried (Harvard), Sean J. Griffith (Fordham) […]
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Posted in Academic Research, Accounting & Disclosure, ESG, SEC Comment letters, Securities Regulation
Tagged Climate change, Disclosure, Environmental disclosure, ESG, Institutional Investors, Investor protection, SEC, SEC rulemaking, Securities regulation, Sustainability
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2022 Say on Pay & Proxy Results
Breakdown of Say on Pay Vote Results 26 Russell 3000 companies (2.7%) failed Say on Pay thus far in 2022, 9 of which are in the S&P 400. 17 companies failed since our last report (bolded in the table later in this post). The failure rate has increased 80 basis points since our last report […]
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Posted in Boards of Directors, Corporate Elections & Voting, ESG, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Diversity, ESG, Executive Compensation, Institutional Investors, Proxy advisors, Proxy season, Say on pay, Shareholder proposals, Shareholder voting
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The Proposed SEC Climate Disclosure Rule: A Comment from the Investment Company Institute
This post is based on a comment letter submitted to the SEC regarding The Proposed SEC Climate Disclosure Rule by the Investment Company Institute. Below is the text of the letter with minor adjustments to eliminate the correspondence-related parts. The Investment Company Institute is writing to provide our views on the Securities and Exchange Commission’s […]
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