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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
Corporate Governance for Sustainability Statement
Introduction The current model of corporate governance needs reform. There is mounting evidence that the practices of shareholder primacy drive company directors and executives to adopt the same short time horizon as financial markets. Pressure to meet the demands of the financial markets drives stock buybacks, excessive dividends and a failure to invest in productive […]
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Posted in Accounting & Disclosure, Boards of Directors, ESG, Practitioner Publications
Tagged Accountability, Boards of Directors, Climate change, Environmental disclosure, ESG, Fiduciary duties, Short-termism, Stakeholders, Sustainability
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Proxy Voting Analytics (2016-2019) and 2020 Season Preview
Proxy Voting Analytics reviews proxy voting data of business corporations registered with the U.S. Securities and Exchange Commission (SEC) that held their annual general shareholder meetings (AGMs) between January 1, 2019, and June 30, 2019, and that were in the Russell 3000 index as of January 2019. Unless specifically noted, the report examines data compiled […]
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Posted in Boards of Directors, Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications
Tagged Board composition, Boards of Directors, Diversity, Engagement, ESG, Hedge funds, Institutional Investors, Shareholder activism, Shareholder proposals, Shareholder voting, Sustainability
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Mutual Fund Borrowing Poses Risk to Investors
Millions of Americans rely on mutual fund investments to pay for their retirement, but mutual funds contain hidden, previously under-appreciated risks. Our new study, forthcoming in the Journal of Empirical Legal Studies, provides evidence that mutual funds borrow in an attempt to improve their performance. But those attempts not only fail to boost average returns, […]
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Posted in Academic Research, Derivatives, Institutional Investors
Tagged Capital structure, Debt, Derivatives, Institutional Investors, Investment Company Act, Investor protection, Leverage, Mutual funds, Risk
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Undressing the No-Vote Fee
A break-up fee payable by a public target company associated with a competing proposal is a near universal feature of public company sales. The fee is typically payable if the target exercises a fiduciary termination right to accept a superior proposal or in a “tail” situation where a competing proposal is completed during a set […]
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Posted in Corporate Elections & Voting, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Acquisition agreements, Break fees, Merger litigation, Mergers & acquisitions, Shareholder voting, Target firms, Termination, Termination fees
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The Group Pleading Doctrine Following Janus
The “group pleading doctrine” has long been a tool employed in class action securities litigation by plaintiffs seeking to name corporate officers who are otherwise not alleged to have directly made any of the challenged statements. It is widely known that the viability of the doctrine was questioned in the wake of 1995 enactment of […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Class actions, Janus Capital v. Traders, Pleading standards, PSLRA, Securities fraud, Securities litigation, Supreme Court, U.S. federal courts
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SEC Proposed Proxy Rules Changes—A Risk to Companies, Corporate Political Disclosure and Accountability
When the Supreme Court eased limits on corporate spending for politics a decade ago, it nonetheless underscored important principles of corporate democracy and political disclosure. Almost a decade since Citizens United, however, the U.S. Securities and Exchange Commission (SEC) is pressing forward with proposed rules changes that would diminish a pillar of corporate democracy and […]
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Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Accountability, Citizens United v. FEC, Disclosure, Ownership, Political spending, SEC, SEC rulemaking, Securities regulation, Shareholder rights, Transparency
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Automating Securities Class Action Settlements
Securities class actions, like nearly all class actions in the United States, are ostensibly opt-out lawsuits. Under the opt-out model, individuals who fall within the class definition are automatically members of the class unless they take affirmative steps to opt out. This model is meant to ensure that individuals who do not have the financial […]
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Posted in Academic Research, Institutional Investors, Securities Litigation & Enforcement, Securities Regulation
Tagged Class actions, Financial technology, Institutional Investors, SEC, Securities litigation, Securities regulation, Settlements, Shareholder suits
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Weekly Roundup: December 27, 2019-January 3, 2020
Institutional Trading around Corporate News: Evidence from Textual Analysis Posted by Alan Guoming Huang (University of Waterloo), Hongping Tan (McGill University), and Russ Wermers (University of Maryland), on Friday, December 27, 2019 Tags: High-frequency trading, Information asymmetries, Information environment, Institutional Investors, Market reaction, Reputation SEC Proposes to Expand Definition of “Accredited Investor” Posted by Jessica Forbes, Stacey Song, and Christine Zhao, Fried, […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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Statement by Chairman Clayton on the Role of Audit Committees in Financial Reporting and Oversight Responsibilities
Introduction The strength of our public company financial reporting system relies on many stakeholders playing different but interconnected roles in a process designed to provide investors and our markets with high-quality, reliable financial information. Audit committees play a vital role in the financial reporting system through their oversight of financial reporting, including the internal control […]
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Posted in Accounting & Disclosure, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Accounting, Accounting standards, Audit committee, Audits, Financial reporting, GAAP, LIBOR, PCAOB
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A New Dataset of Historical States of Incorporation of U.S. Stocks 1994-2019
To learn about the effects of (state) corporate law, researchers often compare the performance of firms incorporated in different states. An obvious requirement for such comparisons is to know where firms are incorporated, or more to the point, where they were incorporated at the moment of the comparison (“historical state of incorporation”). Unfortunately, identifying the […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, HLS Research
Tagged Disclosure, Filings, Form 10-K, Incorporations, Public firms, SEC, State law
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