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Program on Corporate Governance Advisory Board
- William Ackman
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier Christine Davine
- Renata J. Ferrari
- John Finley
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper
- Paul Hilal
- Carl Icahn William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
- Daniel Wolf
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Weekly Roundup: August 21–27, 2020
The Evolution of CEO Compensation in Venture Capital Backed Startups Posted by Michael Ewens (California Institute of Technology), Ramana Nanda (Harvard University), and Christopher Stanton (Harvard University), on Friday, August 21, 2020 Tags: Contracts, Entrepreneurs, Executive Compensation, Management, Management contracts, Private equity, Venture capital firms The Pandemic and Executive Pay Posted by Aniel Mahabier, Iris Gushi, and Thao Nguyen, CGLytics, on Friday, August 21, […]
Click here to read the complete postStatement by Chairman Clayton on Modernizing the Framework for Business, Legal Proceedings and Risk Factor Disclosures
Good morning. This is an open meeting of the U.S. Securities and Exchange Commission, under the Government in the Sunshine Act. I would like start today’s meeting by welcoming Commissioner Crenshaw to her first open meeting. Today, we are considering amendments to modernize the description of business, legal proceedings, and risk factor disclosures that companies […]
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Posted in Accounting & Disclosure, HLS Research, Practitioner Publications, Securities Regulation, Speeches & Testimony
Tagged Disclosure, FAST Act, Human capital, JOBS Act, Materiality, Regulation S-K, Risk disclosure, SEC, SEC rulemaking, Securities regulation
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Statement by Chairman Clayton on Modernization of the Accredited Investor Definition
Today [Aug. 26, 2020], the Commission adopted final rules to modernize and add much needed flexibility to the definition of “accredited investor” by adding new categories of qualifying individuals and entities that have demonstrated financial sophistication such that they should not be excluded from the very large, multifaceted and important private capital markets. The private […]
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Posted in Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Accredited investors, Capital formation, Investor protection, SEC, SEC rulemaking, Securities regulation
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Joint Statement by Commissioners Lee and Crenshaw on the Failure to Modernize the Accredited Investor Definition
The accredited investor definition is the single most important investor protection in the private market. Today’s [Aug. 26, 2020] amendments purport to “update” that definition while leaving in place 38-year old wealth thresholds, declining to index the thresholds to inflation, and declining to provide economic analysis to show how the failure to index will affect […]
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Posted in Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation, Speeches & Testimony
Tagged Accredited investors, Capital formation, Capital markets, Information environment, Investor protection, SEC, Securities regulation
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McDonald’s Clawback Suit Against Former CEO: A Cautionary Tale
McDonald’s Corporation has joined a growing list of companies that have taken action to forfeit unpaid compensation or demand repayment of compensation previously paid to a former CEO, including equity awards or proceeds from the sale of equity awards, pursuant to company clawback policies. The McDonald’s complaint against its former CEO serves as a cautionary reminder to […]
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Posted in Executive Compensation, Practitioner Publications, Securities Litigation & Enforcement
Tagged Attorneys' fees, Clawbacks, Executive Compensation, Management, Misconduct, Securities litigation, Severance, Termination
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Comment on the Proposed DOL Rule
I am writing regarding the Department of Labor Employee Benefits Security Administration’s proposed rule, Financial Factors in Selecting Plan Investments, Regulatory Identifier Number (RIN) number 1210-AB95. Ceres is a nonprofit organization working with institutional investors and companies to build sustainability leadership and drive solutions throughout the economy. We support the Investor Network on Climate Risk […]
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Posted in Accounting & Disclosure, ESG, Institutional Investors, Practitioner Publications, SEC Comment letters, Securities Regulation
Tagged Climate change, Comment letters, DOL, Environmental disclosure, ERISA, ESG, Fiduciary duties, Institutional Investors, Retirement plans, Securities regulation, Sustainability
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For Whom Corporate Leaders Bargain
At the center of a fundamental and heated debate about the purpose that corporations should serve, an increasingly influential “stakeholderism” view advocates giving corporate leaders the discretionary power to serve all stakeholders and not just shareholders. Supporters of stakeholderism argue that its application would address growing concerns about the impact of corporations on society and […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research, HLS Research, Mergers & Acquisitions, Private Equity
Tagged Going private, Incentives, Managmenet, Mergers & acquisitions, Negotiation, Private equity, Shareholder value, Stakeholders, State law
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What Companies are Disclosing About Cybersecurity Risk and Oversight
Cybersecurity risk is intensifying, particularly with widespread remote working and increased online interactions amid the pandemic. The rapid adaptation of multiple business processes and protocols to enable this virtual environment has exponentially increased the corporate attack surface and introduced new risks to the confidentiality, integrity and availability of critical company data and supporting systems. The […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation
Tagged Cybersecurity, Disclosure, Institutional Investors, Investor protection, Risk, Risk disclosure, Risk management, Risk oversight, Securities regulation
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Funding the Future: Investing in Long-Horizon Innovation
Executive Summary Effective long-term capital allocation is fundamental for innovating and creating value; investment in research and development (R&D) fuels this growth. Successful R&D can be transformational for an organization and for broader society. But while worldwide spending on R&D has slowly increased, R&D returns have been declining. What’s driving this decline? Emerging evidence suggests […]
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Posted in Comparative Corporate Governance & Regulation, Executive Compensation, Practitioner Publications
Tagged Capital allocation, Executive Compensation, Firm performance, Incentives, Innovation, Long-Term value, Management, R&D, Short-termism
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Comment on the Proposed DOL Rule
The Department of Labor (“The Department”) is inviting public comments on a proposal to codify a regulatory structure for the Department’s current “Investment duties” regulation at 29 CFR 2550.404a-1. This amendment would assist ERISA fiduciaries in establishing regulatory guidelines for plan fiduciaries in light of recent environmental, social, and governance (ESG) investment trends. The Department […]
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