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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 21-28, 2021
Coordinated Engagements Posted by Oğuzhan Karakaş (University of Cambridge), Elroy Dimson (University of Cambridge), and Xi Li (London School of Economics), on Friday, January 22, 2021 Tags: Engagement, ESG, Institutional Investors, Long-Term value, Management, Shareholder activism, Shareholder voting, Stakeholders, Stewardship New LBO Practices May Be Warranted Based on the Nine West Decision Posted by Gail Weinstein, Philip Richter, and Brad Eric Scheler, Fried, Frank, Harris, Shriver & […]
Click here to read the complete postGaming the System: Three “Red Flags” of Potential 10b5-1 Abuse
We recently published a paper on SSRN, Gaming the System: Three “Red Flags” of Potential 10b5-1 Abuse, that provides evidence that some executives use 10b5-1 trading plans to engage in opportunistic, large-scale selling of company shares. Federal securities law prohibits corporate executives from trading company securities while aware of material nonpublic information (MNPI). Because executives […]
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Posted in Academic Research, Accounting & Disclosure, Securities Litigation & Enforcement, Securities Regulation
Tagged Disclosure, Earnings announcements, Inside information, Insider trading, Rule 10b-5-1, SEC, SEC enforcement, SEC rulemaking, Securities enforcement, Securities regulation
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SEC Enforcement and Public Companies
Most media accounts suggest that the incoming Biden administration will usher in a more “aggressive” SEC enforcement posture, with renewed emphasis on investigating potential fraud and controls deficiencies at public companies. SEC Enforcement may face some short-term headwinds to this approach. A dramatic increase in tips, complaints, and referrals during the pandemic, as well as […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged COVID-19, Cybersecurity, Insider trading, Repurchases, Rule 10b-5-1, SEC, SEC enforcement, Securities enforcement, Securities regulation, Whistleblowers
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Former CFTC Chair Gary Gensler to be Nominated as SEC Chair
Reuters has reported that former CFTC Chair Gary Gensler will be President-elect Biden’s choice for SEC Chair. According to the article, in light of his “reputation as a hard-nosed operator willing to stand up to powerful Wall Street interests”—notwithstanding his former life as an investment banker—the appointment is “likely to prompt concern” among some that […]
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Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged CFTC, Disclosure, Joe Biden, Political spending, SEC, Securities enforcement, Securities regulation
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Team Production Theory Across the Waves
At first glance, team production theory and U.K. company law are ships passing in the night. The team production model of corporate law, a highly influential theory that debuted in a 1999 Virginia Law Review article by Margaret Blair and Lynn Stout, has as its defining feature the idea that the board of directors of […]
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Posted in Academic Research, Boards of Directors, International Corporate Governance & Regulation
Tagged Boards of Directors, International governance, Shareholder primacy, Shareholder value, Stakeholders, UK
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FCLTCompass—Measuring Time Horizons Across Capital Markets
Capital markets have many functions in today’s financial system. They promote the vitality of global and regional economies, and they provide new businesses a pathway to success through access to capital. But the core purpose of capital markets is to facilitate transactions—to transform the money from savers into uses that support societal and economic growth, […]
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Posted in Institutional Investors, Practitioner Publications
Tagged Capital allocation, Capital markets, Cash flows, Institutional Investors, Investor horizons, Long-Term value, Short-termism
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The Changing Face of Activism
As we enter 2021, shareholder activism continues to evolve. The traditional campaigns waged by repeat activists leveling familiar critiques will undoubtedly persist into the new year and beyond. But by now most companies are well-versed in the old activist playbook and have developed their own game plan. In past years, some became their own activist […]
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Posted in Boards of Directors, ESG, Institutional Investors, Mergers & Acquisitions, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Engagement, ESG, Institutional Investors, Pension funds, Private equity, Shareholder activism
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The ESG/TSR Activist “Pincer Attack”
Companies need to prepare for a new strategic threat: a two-front “pincer attack” from environmental, social and governance (ESG) activists, on the one side, and financial total shareholder return (TSR) activists, on the other. An ESG activist attack presents an opportunity for TSR activists to pile on, free-riding on the ESG arguments that many institutional […]
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Posted in Boards of Directors, ESG, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, CalSTRS, ESG, Hedge funds, Institutional Investors, Pension funds, Shareholder activism, Shareholder value, Stakeholders
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The Future of Audit Oversight
In creating the Public Company Accounting Oversight Board (PCAOB or Board), Congress fundamentally changed the system of oversight for the auditing profession. The profession’s authority to write its own auditing, quality control, ethics, and independence standards and to discipline itself was removed, replaced by an independent regulator required to act in the interests of investors […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Accounting, Accounting standards, Audits, PCAOB, Securities enforcement, Securities regulation
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Key Takeaways—2020 Board Index
The 2020 U.S. Spencer Stuart Board Index finds that boards are heeding the growing calls from shareholders and other stakeholders and adding women directors. But representation of directors of color in U.S. boardrooms is stagnant. And because boardroom turnover remains persistently low, with new directors once again representing only 8% of all S&P 500 directors, […]
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Posted in Boards of Directors, ESG, Practitioner Publications
Tagged Board composition, Board turnover, Boards of Directors, Diversity, ESG, Stakeholders, Surveys
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