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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
Short-Termism, Shareholder Payouts, and Investment in the EU
In both the US and the EU, commentators and policymakers have expressed concern that shareholder-driven “short-termism” (or “quarterly capitalism”) has become a critical problem for public firms and the economy. Frequently, the main evidence offered for short-termism is cash payouts to shareholders, through share repurchases and dividends, that are large relative to firms’ net income. […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, HLS Research, International Corporate Governance & Regulation
Tagged Capital allocation, Equity offerings, EU, Innovation, International governance, Payouts, R&D, Shareholder value, Short-termism
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The Economics of Soft Dollars: A Review of the Literature and New Evidence from the Implementation of MiFID II
For nearly half a century, the bundling of research services into commissions that paid for the execution of securities trades has been the focus of both policy discussion and academic debate. The practice whereby asset management firms make use of investor funds to cover the costs of research, known as “soft dollar” payments in the […]
Click here to read the complete postStatement by Commissioners Lee and Crenshaw on No-Action Relief for Non-Compliance with the Customer Protection Rule
Last night [October 22, 2020], a no-action letter was issued relating to apparent non-compliance by certain broker-dealers with Rule 15c3-3, which is aptly named the “Customer Protection Rule.” In short, certain broker-dealers’ failure to comply with the Customer Protection Rule puts retail customer funds and securities at risk, and the no-action letter purports to allow […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Broker-dealers, Compliance & ethics, Consumer protection, Misconduct, No-action letters, SEC, SEC enforcement, Securities regulation
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Shareholder Value and Social Responsibility Are Not At Odds
The core of capitalism—the freedom to engage in entrepreneurial activities, to trade goods and services, and make profits for shareholders—in and of itself, is socially responsible. It is so because enterprises and the profits they generate bring many benefits to society including jobs and training, revenues for suppliers, R&D investment for innovation, among others. All […]
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Posted in Comparative Corporate Governance & Regulation, Corporate Social Responsibility, ESG, Practitioner Publications
Tagged Corporate purpose, Corporate Social Responsibility, Diversity, ESG, Human capital, Reputation, Shareholder primacy, Shareholder value, Stakeholders
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Time to Unlock the Hidden Value in Your Board
Management teams do not have to confront the pandemic’s daunting challenges alone. As they move from stabilizing cash flow and reengineering workplaces to creating a little breathing room—both financially and mentally—CEOs and directors should reflect on how to deploy their boards most effectively. Regardless of where company performance lies on the spectrum—from distressed (physical retailers) […]
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Posted in Boards of Directors, Executive Compensation, Practitioner Publications
Tagged Boards of Directors, Engagement, Executive Compensation, Firm performance, Innovation, Management, Mergers & acquisitions, Shareholder activism, Stakeholders
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The Next Frontier for Representations and Warranties Insurance: Public M&A Deals?
Recent years have witnessed a surge in the number of M&A deals that use representations and warranties insurance (“RWI”). According to a recent study, in 2018 to 2019, 52% of private company transaction agreements referred to RWI, up from only 29% in 2016 to 2017. Yet, despite its dramatic growth in the private company deal […]
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Posted in Accounting & Disclosure, Mergers & Acquisitions, Practitioner Publications
Tagged Acquisition agreements, Merger litigation, Mergers & acquisitions, Private firms, Public firms, R&W insurance, Risk, Risk disclosure, Special purpose vehicles
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COVID-19 and Inequality: A Test of Corporate Purpose
Before the onset of the COVID-19 pandemic, the world’s largest and most influential companies made promises to their stakeholders. In 2019, 181 CEOs in the Business Roundtable—a group that includes major companies such as Amazon, Apple, and Bank of America—redefined the purpose of a corporation to one that delivers value to all stakeholders, not just […]
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Posted in Corporate Social Responsibility, ESG, Practitioner Publications
Tagged Corporate purpose, Corporate Social Responsibility, COVID-19, Diversity, ESG, Reputation, Shareholder primacy, Shareholder value, Stakeholders
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The Dangers of Buybacks: Mitigating Common Pitfalls
Returning capital to shareholders is an important and legitimate goal of many corporations. Buybacks are often an effective way to distribute capital, but care must be taken to mitigate downfalls related to personal gain and enrichment, poor timing, and excess leverage. Buybacks have experienced a meteoric rise in popularity since the turn of the twenty-first […]
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