-
Supported By:
Subscribe or Follow
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
Bernie Ebbers and Board Oversight of the Office of Legal Affairs
It was a small blurb in the December 19 issue of The Wall Street Journal, easily missed by the casual reader. A federal judge authorized the release of former WorldCom chief executive officer Bernard “Bernie” Ebbers from prison after more than 13 years due to deteriorating health. Mr. Ebbers had been serving a 25-year prison […]
Click here to read the complete post
Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement
Tagged Accounting, Corporate fraud, General counsel, Inside counsel, Management, Misconduct, Oversight, Securities enforcement, Securities fraud, WorldCom
Comments Off on Bernie Ebbers and Board Oversight of the Office of Legal Affairs
CalSTRS Green Initiative Task Force Annual Report
Introduction Purpose The CalSTRS Green Initiative Task Force, the Green Team, is focused on managing sustainability-related risks, including climate risks, and taking advantage of appropriate sustainability-themed investments, including those that support the transition to a low-carbon economy, while providing robust disclosure around our efforts and initiatives to members and strategic partners. Content and Format Update […]
Click here to read the complete post
Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, CalSTRS, Climate change, Environmental disclosure, ESG, Institutional Investors, Pension funds, Proxy voting, Risk management, Shareholder voting, Sustainability
Comments Off on CalSTRS Green Initiative Task Force Annual Report
Weekly Roundup: January 3-9, 2020
Automating Securities Class Action Settlements Posted by Jessica Erickson (University of Richmond School of Law), on Friday, January 3, 2020 Tags: Class actions, Financial technology, Institutional Investors, SEC, Securities litigation, Securities regulation, Settlements, Shareholder suits SEC Proposed Proxy Rules Changes—A Risk to Companies, Corporate Political Disclosure and Accountability Posted by Bruce F. Freed, Dan Carroll and Karl J. Sandstrom, Center for Political Accountability, on Friday, […]
Click here to read the complete postStatement by SEC Chairman Jay Clayton on Proposed Order Concerning Equity Market Data
Good morning. This is an open meeting of the U.S. Securities and Exchange Commission on January 8, 2020, under the Government in the Sunshine Act. The Commission today will consider a staff recommendation to issue for public comment a Proposed Order that would require self-regulatory organizations to propose a new national market system plan to […]
Click here to read the complete post
Posted in Accounting & Disclosure, Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Disclosure, Equity capital, Equity securities, Financial technology, Regulation NMS, SEC, Securities regulation
Comments Off on Statement by SEC Chairman Jay Clayton on Proposed Order Concerning Equity Market Data
Statement by SEC Commissioner Elad Roisman on Proposed Order Concerning Equity Market Data
Today, the Commission considers steps to change the governance of equity market data plans under Regulation National Market System (“NMS”) (the “Proposed Order”). The Proposed Order seeks to modernize governance of the Securities Information Processors, or “SIPs,” by providing a proposed framework for how the Commission preliminarily believes governance should be conducted in a new […]
Click here to read the complete post
Posted in Accounting & Disclosure, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Disclosure, Equity capital, Equity securities, Financial technology, Regulation NMS, SEC, Securities regulation
Comments Off on Statement by SEC Commissioner Elad Roisman on Proposed Order Concerning Equity Market Data
Statement by SEC Commissioner Robert Jackson on Reforming Stock Exchange Governance
Thank you as always to our dedicated Staff, especially Christian Sabella, David Shillman, Deborah Flynn, John Roeser, and Jennifer Colihan, for their extensive work on today’s proposed order. I’m also deeply grateful to Division Director Brett Redfearn, whose leadership in this area—and so many others—continues to reflect the very best in public service. As today’s […]
Click here to read the complete post
Posted in Accounting & Disclosure, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Disclosure, Equity capital, Equity securities, Financial technology, Regulation NMS, SEC, Securities regulation
Comments Off on Statement by SEC Commissioner Robert Jackson on Reforming Stock Exchange Governance
Best Practices for Disclosing Executive Health Issues
The death of Oracle CEO Mark Hurd in October has highlighted a longstanding public company dilemma: whether and when to disclose the news that a senior leader has a serious health challenge. Not only is the topic sensitive from a personal and privacy perspective, but there is no specific rule or duty that requires disclosure […]
Click here to read the complete post
Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications, Securities Regulation
Tagged Disclosure, Duty to inform, Executive performance, Information environment, Materiality, Privacy, Securities regulation, Shareholder rights, Transparency
Comments Off on Best Practices for Disclosing Executive Health Issues
The Value Killers
In a business climate marked by escalating global competition and industry disruption, successful mergers and acquisitions are increasingly vital to the growth and profitability of many companies. Yet research shows most mergers fail—destroying shareholder value and costing companies billions in dollars. Over the decades, multiple studies have shown that most mergers and acquisitions fail to […]
Click here to read the complete post
Posted in Academic Research, Comparative Corporate Governance & Regulation, Mergers & Acquisitions
Tagged Long-Term value, Management, Mergers & acquisitions, Shareholder value, Strategic buyers, Transparency
Comments Off on The Value Killers
A Five-Year Review of Discretionary Compensation
With over US$20 billion paid out in total over the past five years, discretionary compensation has become a systemic compensation issue that needs to be addressed. Since 2014, at least US$3.7 billion has been paid in discretionary compensation to executives in any given year. Not only are the amounts substantial, around 80% of all awards […]
Click here to read the complete post
Posted in Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Executive Compensation, Institutional Investors, Management, Pay for performance, Pension funds
Comments Off on A Five-Year Review of Discretionary Compensation