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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 Capital Markets Tug-of-War Between US and China
For the first time in modern history, Sino-American tensions are spilling in the capital market space, with the final announcement of de-listing of three Chinese telecoms from the New York Stock exchange earlier this month. This delisting, as well as the regulatory measures that underpin it, culminate a long debate on the future of foreign, […]
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Posted in Accounting & Disclosure, International Corporate Governance & Regulation, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Accounting standards, Capital markets, China, Holding Foreign Companies Accountable Act, International governance, PCAOB, SEC, SEC enforcement, Securities enforcement, Securities regulation
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New Tactics and ESG Themes Change the Direction of Shareholder Activism
Takeaways Activism is likely to rebound as the business world recovers from COVID-19 disruptions. Some activists are raising permanent capital, giving them new leverage, and activist approaches have become more acceptable to many institutional investors. Even high-performing companies may face pressure on ESG issues. The best defense is a solid relationship with and understanding of […]
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Posted in Boards of Directors, ESG, Institutional Investors, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, COVID-19, Engagement, ESG, Institutional Investors, Mergers & acquisitions, Shareholder activism
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Underwriters Do Not Use Green Shoe Options to Profit from IPO Stock Pops
Professor Corrigan offers a new theory about why some IPO stocks pop and others suffer steep drops—underwriters are to blame. His “principal trading theory” maintains that, contrary to accepted wisdom, overallotments and green shoe options in IPOs are used to maximize trading payoffs for underwriters. His theory is wrong. Matt Levine, in his Bloomberg column, […]
Click here to read the complete postWeekly Roundup: February 19-25, 2021
Executive Pay Clawbacks and Their Taxation Posted by David I. Walker (Boston University), on Friday, February 19, 2021 Tags: Clawbacks, Dodd-Frank Act, Executive Compensation, Misreporting, Section 162(m), Securities enforcement, Securities regulation, Tax Cuts and Jobs Act, Taxation ESG and the Biden Presidency Posted by Suzanne Smetana, State Street Global Advisors, on Friday, February 19, 2021 Tags: Asset management, Climate change, Corporate purpose, Disclosure, DOL, Environmental disclosure, ESG, Index funds, Institutional Investors, Joe Biden Perspective from 2020 […]
Click here to read the complete postCorporate Adolescence: Why Did ‘We’ not Work?
In academic and public commentary, entrepreneurial finance is usually portrayed as a quintessential American success story, an institutional structure whereby expert venture capitalists with strong reputational incentives channel much-needed equity to deserving entrepreneurs, then subject them to intense monitoring to assure they stay on the path to hoped-for success in the form of an initial […]
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Posted in Academic Research, Accounting & Disclosure, Institutional Investors, Securities Regulation
Tagged Agency costs, Capital formation, Fiduciary duties, Investor protection, IPOs, Misconduct, Rent-seeking, Risk, Tech companies, Venture capital firms, WeWork
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2020: An Overview
At the peak of proxy season 2020, many activists halted or dialed back campaigns where they feared a sudden change of shareholder perspectives or of irrecoverable value destruction. That led to a sluggish year—a 10% decline in companies publicly subjected to activist demands, a median Total Follower Return of 2%, and about a 16% decline […]
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Posted in ESG, International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications
Tagged COVID-19, ESG, Hedge funds, International governance, Mergers & acquisitions, Shareholder activism, Target firms
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QualityScore: Methodology Guide
Overview ISS ESG Governance QualityScore (GQS) is a data-driven scoring and screening solution designed to help institutional investors monitor portfolio company governance. At both an overall company level and along topical classifications covering Board Structure, Compensation, Shareholder Rights, and Audit & Risk Oversight, scores indicate relative governance quality supported by factor-level data. That data, in […]
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Posted in Accounting & Disclosure, Boards of Directors, ESG, Institutional Investors, Practitioner Publications
Tagged Audits, Board composition, Boards of Directors, Diversity, Environmental disclosure, ESG, Executive Compensation, Institutional Investors, ISS, Proxy advisors
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More than 1,200 Empirical Studies Apply the Entrenchment Index of Bebchuk, Cohen and Ferrell (2009)
In a study issued by the Harvard Law School Program on Corporate Governance, Bebchuk, Cohen, and Ferrell (2009) put forward a corporate governance index – the Entrenchment Index (E-Index). This post provides an update on the considerable influence that the study has had on subsequent research. According to Google Scholar citations data, as of the […]
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Posted in Academic Research, Boards of Directors, HLS Research
Tagged Boards of Directors, E-index, Entrenchment
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Atomic Trading
Thank you, Reni [Saula] for that introduction. It is a pleasure to be with all of you today. I will start with the usual disclaimer that my views are my own and not necessarily those of the Securities and Exchange Commission or my fellow Commissioners. The momentous market events of several weeks ago are relevant […]
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Posted in Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Capital formation, Cryptocurrency, Financial technology, GameStop, Investor protection, Robinhood, Securities enforcement, Securities regulation, Short sales
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Volatile Transitions: Navigating ESG in 2021
Key Takeaways The forecast recession and “long ascent” of global economic recovery after COVID-19 will require a strong commitment and decisive action from financial markets. While the global economic downturn has been a time of significant stress for all investors, the willingness of international governments to couple stimulus programs with sustainability objectives offers a clear […]
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Posted in Accounting & Disclosure, ESG, Institutional Investors, Practitioner Publications
Tagged Australia, Brazil, Climate change, Environmental disclosure, ESG, EU, Europe, International governance, Joe Biden, New Zealand, Risk disclosure, Sustainability
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