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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
Is Conflicted Investment Advice Better than No Advice?
Studies of financial services industries have consistently found evidence of conflicted advice. Financial advisors, in a variety of settings, including mutual funds, insurance, and brokerage accounts, have been found to recommend higher-commission products. One implication is that the quality of financial advice that investors receive has room for improvement, perhaps through increased standards of care. […]
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Posted in Academic Research, Empirical Research
Tagged Asset management, Broker-dealers, Conflicts of interest, Fund performance, Investment advisers, Mutual funds, Retirement plans
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Section 220 as Pre-Complaint Discovery—Recent Developments
Two recent decisions of the Delaware courts confirm that Section 220 of the Delaware General Corporation Law will be consistently interpreted to grant pre-complaint discovery to stockholders seeking to prepare fiduciary-breach litigation. In Pettry v. Gilead Sciences, Inc., a group of Gilead stockholders sought to inspect corporate documents for the purpose of investigating wrongdoing in […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Delaware cases, Delaware law, Derivative suits, DGCL Section 220, Discovery, Fiduciary duties, Securities litigation, Shareholder suits
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Leading Digital and Cybersecurity Risk Factor Disclosures for SEC Registrants
As the United States continues to reel under the systemic risks and failures of the expanding coronavirus, cybersecurity risk remains a present and escalating threat to America’s companies and its future. At the same time, the amount of business value reliant upon digital technologies continues to grow. An accurate understanding of digital and cybersecurity risk […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Compliance and disclosure interpretation, Cybersecurity, Disclosure, Risk, Risk oversight, SEC, SEC enforcement, Securities enforcement, Securities regulation
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From Managers to Markets: Valuation and the Shareholder Wealth Paradigm
The shareholder wealth paradigm displaced a managerialist model where investors deferred to managers with the expertise to efficiently allocate resources within the firm. The corporate managers who administered such internal capital markets faced less pressure to generate profits than they do today. Managers viewed themselves as trustees with duties to balance the interests of various […]
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Posted in Academic Research, Accounting & Disclosure, Comparative Corporate Governance & Regulation, Institutional Investors
Tagged Corporate purpose, Firm performance, Institutional Investors, Management, Shareholder primacy, Shareholder value, Short-termism, Stock returns
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Variety of Approaches to New Human Capital Resources Disclosure in 10-K Filings
Background The SEC significantly revised the contents of Form 10-K, effective November 9, 2020. The SEC says the changes are intended to modernize the required disclosures relating to the description of the business, legal proceedings, and risk factors (Items 101, 103, and 105 in Regulation S-K). These revisions are the culmination of a process that […]
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Posted in Accounting & Disclosure, ESG, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged COVID-19, Disclosure, Diversity, ESG, Form 10-K, Human capital, Institutional Investors, JOBS Act, SEC, SEC rulemaking, Securities regulation
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Realizable Pay Disclosures
Executive Summary “Realizable” pay assessments are often included in the Compensation Discussion & Analysis (“CD&A”) section of the proxy filing to provide a more accurate view of the actual value of compensation delivered to an executive, as opposed to the pay data disclosed in the Summary Compensation Table, which does not take into account the […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, Executive Compensation, Practitioner Publications
Tagged Compensation disclosure, Disclosure, Executive Compensation, Institutional Investors, Pay for performance, Proxy advisors, Say on pay, Shareholder voting
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New Executive Order Bans Investment in 31 Chinese Companies
On November 12, President Donald Trump signed an Executive Order on Addressing the Threat from Securities Investments that Finance Communist Chinese Military Companies (the “Executive Order”). The Executive Order states that the People’s Republic of China (“PRC”) is “increasingly exploiting United States capital to resource and to enable the development and modernization of its military, […]
Click here to read the complete postBoard Considerations for an Uncertain 2021
In the current “black swan” era of heightened economic turmoil, social unrest, and the COVID-19 pandemic, boards of public companies have had to explore a range of issues in response to rapidly emerging risks. Interrelated trends have emerged, including: Renewed interest in the company’s purpose in society, including its role in providing the goods and […]
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Posted in Accounting & Disclosure, Boards of Directors, ESG, Practitioner Publications
Tagged Board composition, Board turnover, Boards of Directors, Corporate purpose, COVID-19, Diversity, Engagement, ESG, Human capital, Long-Term value, Management, Risk management, Stakeholders, Succession, Sustainability
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SEC Adopts Amendments to Permit the Use of Electronic Signatures
On November 17, 2020, the U.S. Securities and Exchange Commission (the “SEC”) adopted amendments to Rule 302(b) of Regulation S-T that will permit a signatory to an electronic filing to sign a signature page or other document (an “authentication document”) with an electronic signature provided prescribed requirements are satisfied. This amendment will provide additional flexibility […]
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Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Disclosure, EDGAR, Filings, Financial reporting, Rule 302(b), SEC, SEC rulemaking, Securities regulation
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