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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
Where Do Institutional Investors Seek Shelter when Disaster Strikes? Evidence from COVID-19
Institutional investors increasingly play a central role in US stock markets, with institutional ownership rising from below 40% in 1980 to over 75% nowadays. In Glossner, Matos, Ramelli, and Wagner (2020), we examine the outbreak of the novel coronavirus (COVID-19) pandemic—a truly exogenous shock—as a powerful setting to learn more about their behavior. Did institutional […]
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Posted in Academic Research, Financial Crisis, Institutional Investors
Tagged Corporate debt, COVID-19, Financial crisis, Institutional Investors, Ownership, Retail investors, Systemic risk
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Safe Harbor for Permissible Capital-Raising Activities by Unregistered Finders
Recognizing the longstanding need for a new approach to the regulation of finders who help smaller businesses raise early stage capital, the SEC has published a notice of a proposed exemptive order and request for comment to formalize the regulatory status of unregistered finders. The proposed finders exemption from broker-dealer registration would facilitate a role […]
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Posted in Institutional Investors, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Broker-dealers, Capital formation, Capital markets, Institutional Investors, Investor protection, Private equity, SEC, Securities regulation, Solicitation, Venture capital firms
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Unions Are Democratically Organized, Corporations Are Not
In establishing the rules that govern engagement with the democratic process— including laws related to elections, campaign finance, and lobbying—unions and corporations are often lumped together under the incorrect assumption that these two types of organizations are roughly equivalent and thus should be subject to similar rules. For example, prior to the Supreme Court’s Citizens […]
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Posted in Comparative Corporate Governance & Regulation, Corporate Elections & Voting, ESG, Practitioner Publications
Tagged Boards of Directors, ESG, Human capital, Labor markets, Political spending, Shareholder voting, Stakeholders, Unions
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Catastrophe Bonds, Pandemics, and Risk Securitization
Insurance is the tried-and-true strategy for protecting against infrequent but potentially devastating losses. In theory, governments could protect against the potential economic devastation of future pandemics by requiring businesses to insure against pandemic-related risks. In practice, however, insurers do not currently offer pandemic insurance. Insurers fear their industry does not have the capacity to provide […]
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Posted in Academic Research, Financial Crisis
Tagged Bonds, COVID-19, Debt securities, Debtor-creditor law, Financial crisis, Insurance, Risk, Securitization, Systemic risk
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Next-Generation Cybersecurity Disclosures for Publicly Traded Companies
In 2018 the SEC issued its second round of guidance (the “2018 SEC Cyber guidance”) to registrants on what they expected cybersecurity disclosures to address in forthcoming periodic filings. The 2018 SEC Cyber Guidance followed guidance issued in 2011 and came shortly after the 2017 Equifax breach in acknowledgment that “Cybersecurity risks pose grave threats […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, 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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Statement by Chairman Clayton on Harmonizing, Simplifying and Improving the Exempt Offering Framework
Good morning. This is an open meeting of the U.S. Securities and Exchange Commission under the Government in the Sunshine Act. Today we consider a recommendation from the Division of Corporation Finance that would harmonize, simplify and improve various structural and procedural aspects of our exempt offering framework under the Securities Act of 1933. The […]
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Posted in Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Capital formation, Equity offerings, Investor protection, Registration exemptions, SEC, Securities regulation
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Statement by Commissioner Lee on Amendments to the Exempt Offering Framework
For decades, private offerings were the exception to the rule in our securities regime. The registration and reporting provisions in the federal securities laws are designed to level the playing field by requiring issuers to provide all investors with reliable, timely, and material information about investments. The public markets are designed to, and to a […]
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Posted in Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Capital formation, Equity offerings, Investor protection, Registration exemptions, SEC, Securities regulation
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Trump Legacy: Boom in Corporate Political Disclosure
How has the Trump presidency impacted corporate political disclosure and accountability? The answer might come as a surprise. It’s been a boon and a boom. Over the past four years, more large publicly held U.S. companies than ever before have adopted sound transparency and oversight practices for their political spending. This trend has strengthened between […]
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Posted in Accounting & Disclosure, ESG, Institutional Investors, Practitioner Publications
Tagged Accountability, Disclosure, Donald Trump, Institutional Investors, Political spending, Shareholder value, Transparency
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Shifting Influences on Corporate Governance: Capital Market Completeness and Policy Channeling
Corporate governance scholarship is typically portrayed as driven by single factor models, for example, shareholder value maximization, director primacy or team production. These governance models are Copernican; one factor is or should be the center of the corporate governance solar system. In this essay, we argue that, as with binary stars, the shape of the […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, ESG, Institutional Investors
Tagged Agency model, Asset management, Corporate purpose, ESG, Institutional Investors, Long-Term value, Shareholder primacy, Shareholder value, Stewardship
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