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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
Measuring Accounting Fraud and Irregularities Using Public and Private Enforcement
Corporate accounting fraud has a significant negative impact on the economy and investors, so academic research on factors that make accounting fraud more or less likely to occur has substantial real-world and public policy implications. However, conducting such research is difficult because researchers cannot observe the incidence of fraud for most firms, corporate admissions of […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, Securities Litigation & Enforcement
Tagged Accounting, Corporate fraud, Misconduct, Oversight, SEC enforcement, Securities enforcement, Securities fraud
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How the COVID-19 Pandemic Influenced Incentive Plans
The COVID-19 global pandemic has had a profound impact on the economy and forced many companies to make dramatic changes in staffing, operations, supply chains, and short- and long-term business plans. At the time this article is being written, close to 10 million fewer people are employed in the U.S. than at this time last […]
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Posted in Accounting & Disclosure, Executive Compensation, Practitioner Publications
Tagged COVID-19, Executive Compensation, Incentives, Pay for performance, Say on pay
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Cleaning Corporate Governance: A New Open-Access Dataset on Firm- and State-Level Corporate Governance
In the iconic 1994 Tarantino film Pulp Fiction, Harvey Keitel makes a brief yet memorable appearance as Winston Wolfe (a.k.a., the “Cleaner”). His forte? Tidying up the inconvenient (and usually gruesome) messes perpetrated by others. Wolfe’s modus operandi was never pretty and rarely polite; but it was invariably effective. Empirical corporate governance needs its own […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research, International Corporate Governance & Regulation
Tagged Databases, G-Index, International governance, State law
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Evaluating Executive Compensation in Times of Crisis
Our philosophy hasn’t changed In our last Insights on compensation, we shared key considerations for well-structured executive compensation plans that could withstand the most challenging market and economic conditions, including a pandemic. Although we recognize the unprecedented challenges that companies have faced and that will continue to play out over the coming months, our philosophy […]
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Posted in Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Executive Compensation, Incentives, Index funds, Institutional Investors, Long-Term value, Management, Say on pay, Shareholder voting
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C-Suite Challenge 2021: Leading in a Post-COVID-19 Recovery
Executive Summary: Meeting the Challenges Ahead Since 1999, The Conference Board CEO Challenge® survey has asked CEOs across the globe to identify the most critical issues they face and their strategies to meet them. Since 2017, the C-Suite Challenge has expanded the survey pool beyond CEOs to the entire C-suite. This year’s survey, conducted following […]
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Posted in Accounting & Disclosure, International Corporate Governance & Regulation, Practitioner Publications
Tagged China, COVID-19, Decision-making, Human capital, International governance, Management
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Speech by Acting Chair Lee on Meeting Investor Demand for Climate and ESG Information at the SEC
Thank you, John [Podesta], and thanks to the whole team here at the Center for American Progress, for hosting me today. I’ve had the honor of serving as Acting Chair of the SEC for nearly two months now, and I appreciate the opportunity to reflect on the enhanced focus the SEC has brought to climate […]
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Posted in ESG, Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Climate change, Disclosure, Environmental disclosure, ESG, Institutional Investors, SEC, SEC rulemaking, Securities regulation, Sustainability
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Delaware Chancery Court Invalidates “Anti-Activist” Poison Pill
On February 26, 2021, the Delaware Court of Chancery issued a landmark decision invalidating a stockholder rights plan, commonly known as a “poison pill,” that was adopted by the board of directors of The Williams Companies, Inc., an NYSE listed company (“Williams” or the “Company”), at the outset of the COVID‑19 pandemic. Steve Wolosky, the […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Delaware cases, Delaware law, Hostile takeover, Mergers & acquisitions, Poison pills, Securities litigation, Takeover defenses, Unocal standard
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Delaware Court of Chancery Allows Merger-Based Breach of Fiduciary Duty Claims to Proceed
On January 29, 2021, Vice Chancellor Laster of the Delaware Court of Chancery refused to dismiss a shareholder class action stemming from the 2019, $2.2 billion sale of Presidio, Inc., an IT solutions provider specializing in digital infrastructure and cloud and security solutions, to BC Partners Advisors L.P. (“BCP”), a private-equity firm. In Firefighters’ Pension […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, Conflicts of interest, Controlling shareholders, Corwin, Delaware cases, Delaware law, Liability standards, Merger litigation, Mergers & acquisitions
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Transparency and the Future of Corporate Political Spending
In the wake of January’s attack on our democracy, business leaders across America are rightly reconsidering whether, and how, public companies should participate in politics. Household names ranging from Coca-Cola to Facebook are halting campaign contributions to certain elected officials after the Capitol siege. These leaders now understand that the longstanding system for corporate participation […]
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Posted in Accounting & Disclosure, Corporate Social Responsibility, ESG, Securities Litigation & Enforcement, Securities Regulation
Tagged Accountability, Corporate purpose, Corporate Social Responsibility, Disclosure, ESG, Political spending, SEC, Securities regulation, Short-termism, Transparency
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The SEC Should Address the Risk of Activist “Lightning Strikes”
As the new leadership of the Securities and Exchange Commission considers the agency’s regulatory priorities, they might take note of the recent decision of the Delaware Court of Chancery in The Williams Companies Stockholder Litigation. As we recently noted, the primary import of that decision was to remind corporate boards not to overreach in their […]
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Posted in Court Cases, Institutional Investors, Mergers & Acquisitions, Practitioner Publications
Tagged Delaware cases, Delaware law, Institutional Investors, Poison pills, Shareholder activism, Takeover defenses
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