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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
Weekly Roundup: January 29-February 4, 2021
The Congressional Review Act and the Biden Administration’s Approach to Financial Regulation Posted by Paul Rose and Christopher J. Walker (The Ohio State University), on Friday, January 29, 2021 Tags: Congressional Review Act, Donald Trump, Institutional Investors, Joe Biden, Proxy advisors, SEC, SEC rulemaking, Securities enforcement, Securities regulation, US Senate S&P 500 CEO Compensation Increase Trends Posted by Aubrey Bout and Brian Wilby, Pay Governance LLC, […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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No-Fault Default, Chapter 11 Bankruptcy, and Financial Institutions
The existing Chapter 11 bankruptcy process is time-consuming and financially costly for firms, which causes many firms that file for bankruptcy to eventually liquidate due to the value dissipation during bankruptcy (see, e.g., Morrison (2007) and Hotchkiss et al. (2008)). This leads to significant social and private costs, and reduces the documented tax-shield and agency-cost-reduction […]
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Posted in Academic Research, Banking & Financial Institutions, Bankruptcy & Financial Distress
Tagged Bankruptcy, Capital structure, Convertible bonds, Debt, Debtor-creditor law, Defaults, Distressed companies, Financial institutions
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US Sanctions on Chinese Company Securities: Further Developments
During the first half of January, the Trump Administration continued to expand the ban on trading related to the public securities of designated Communist Chinese military companies (“CCMCs”). Meanwhile, the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) issued additional guidance on how the ban applies to U.S. investors and other market participants. This […]
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Posted in International Corporate Governance & Regulation, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged China, International governance, OFAC, Securities enforcement, Securities regulation, Treasury Department
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The End of the Anonymous Shell Company in the United States
Over a veto of President Trump, on January 1, 2021, the Corporate Transparency Act (“CTA”) went into effect as part of the National Defense Authorization Act (“NDAA”). The CTA, many years in the making, introduces major changes to transparency requirements of entities registered in the United States. No longer can anonymous shell companies, limited liability […]
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Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Anti-corruption, Beneficial owners, Corporate forms, Corporate Transparency Act, Disclosure, FinCEN, LLCs, Misconduct, Money laundering, Securities regulation, Transparency
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Don’t Let the Short-Termism Bogeyman Scare You
The current issue of the Harvard Business Review contains an article I wrote entitled Don’t Let the Short-Termism Bogeyman Scare You. The current issue of the Harvard Business Review also includes, as many prior issues have included, an article decrying the perils of short-termism and supporting measures for insulating corporate leaders from the outside pressures […]
Click here to read the complete postCorporate Political Contributions
In the wake of recent events in Washington, D.C., several companies have come under fire for making contributions to candidates who opposed the certification of the U.S. Presidential election. In addition, several large corporations have announced that they are pausing the making of political donations altogether. These actions coincide with a general trend of intense […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, ESG, Practitioner Publications
Tagged Disclosure, ESG, Institutional Investors, Political spending, Proxy advisors, Shareholder proposals, Shareholder voting, Transparency
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The Ethics of Diversity
This post presents an overview of a recent report from the UK’s Institute of Business Ethics, entitled The Ethics of Diversity, published on 17th December 2020. It is based on comments I made at the webinar to launch the report, of which I am lead author. The Ethics of Diversity provides a practical guide as […]
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Posted in Boards of Directors, ESG, International Corporate Governance & Regulation, Practitioner Publications
Tagged Board composition, Boards of Directors, Diversity, ESG, International governance, Stakeholders, UK
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OFAC Will See You Now
The September Memorandum of Understanding (MOU) entered into between the U.S. Office of Foreign Assets Control (OFAC) and the Delaware Department of Justice (DOJ) could be a game changer for both domestic and foreign corporations. The MOU appears to be the first of its kind ever entered into between OFAC and a state law enforcement […]
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Posted in International Corporate Governance & Regulation, Practitioner Publications, Securities Regulation
Tagged Delaware law, DOJ, Foreign firms, Institutional Investors, International governance, OFAC, Securities regulation
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Corporate Social Responsibility and Imperfect Regulatory Oversight: Theory and Evidence from Greenhouse Gas Emissions Disclosures
September 2020 marked the 50th anniversary of Milton Friedman’s famous New York Times Magazine article, in which he summarized and expanded on an earlier argument that “there is one and only one social responsibility of business—to use its resources and engage in activities designed to increase its profits so long as it stays within the […]
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Posted in Academic Research, Corporate Social Responsibility, Empirical Research, ESG
Tagged Climate change, Corporate purpose, Corporate Social Responsibility, Environmental disclosure, ESG, Shareholder primacy, Stakeholders, Sustainability
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The 2021 Boardroom Agenda
Introduction: A year of consequence It seems likely that 2020 will be viewed as one of the most consequential years in recent memory. In addition to dealing with an ongoing global pandemic and the massive economic and social dislocations it caused, the United States has had to address natural disasters such as major hurricanes and […]
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