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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
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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Institutional Investment Mandates: Anchors for Long-term Performance
Executive Summary Asset owners—the cornerstones of the investment ecosystem—often have very long-term investment goals, such as funding liabilities, building an endowment for perpetuity, or providing for subsequent generations. For some of these asset owners, especially pension and retirement funds, these goals reflect the long-term needs of individual plan members who rely on these institutions to […]
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Posted in Institutional Investors, Practitioner Publications
Tagged Asset management, Benchmarks, Engagement, Firm performance, Fund managers, Incentives, Institutional Investors, Long-Term value, Shareholder value
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The Plight of Women in Positions of Corporate Leadership in the United States, the European Union, and Japan: Differing Laws and Cultures, Similar Issues
Gender diversity on corporate boards is a highly debated issue worldwide. In addition to providing equal opportunity, promoting equality and inclusion of women in positions of leadership is also believed to have positive effects on the financial performance of a company. National campaigns such as “2020 Women on Boards” in the U.S., or “Women on […]
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Posted in Academic Research, Boards of Directors, International Corporate Governance & Regulation
Tagged Board composition, Boards of Directors, Diversity, EU, Europe, International governance, Japan
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Board-Shareholder Engagement Practices
Shareholder engagement is increasingly being added to the job description of the corporate director. The phenomenon is the natural evolution of the changes to the corporate governance landscape that have occurred during the last two decades. First, there is the expansion of the board’s oversight responsibilities that resulted from the Sarbanes-Oxley and Dodd-Frank legislations. Second, […]
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Posted in Boards of Directors, ESG, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Board communication, Boards of Directors, Engagement, ESG, General counsel, Institutional Investors, Say on pay, Shareholder activism, Surveys
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Worker Representation on U.S. Corporate Boards
For the last four decades, large corporations in the United States govern themselves according to the model of shareholder primacy. The economic theory underpinning shareholder primacy is that shareholders are the sole corporate stakeholder who makes a risky investment; therefore, the maximization of shareholder value is defended as the sole goal of corporations, and management […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Social Responsibility
Tagged Boards of Directors, Corporate Social Responsibility, Employees, Stakeholders
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New Considerations for Special Litigation Committees
On December 4, 2019, Vice Chancellor Sam Glassock III issued a memorandum opinion in In re Oracle Corporation Derivative Litigation finding that the Lead Plaintiff in a shareholder derivative suit against Oracle’s board of directors had the right to subpoena documents relied upon by the corporation’s Special Litigation Committee (SLC) in making its determination as […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Delaware cases, Delaware law, Derivative suits, Discovery, Merger litigation, Mergers & acquisitions, Shareholder suits, Special committees
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