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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
Public Company vs. JV Governance
The governance of public companies is profoundly important. Thirty years ago, CalPERS, a major institutional investor and leading corporate governance advocate, argued that corporate governance was “the grain in the balance that makes the difference between wallowing for long and perhaps fatal periods in the depths of the performance cycle, and responding quickly to correct […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Practitioner Publications
Tagged Boards of Directors, Director qualifications, Joint ventures, Public firms, Shareholder value
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Managerial Control Benefits and Takeover Market Efficiency
The takeover market plays a crucial role in reallocating assets and stimulating economic growth. In 2016 alone, public firms in the United States exchanged $600 billion worth of assets, which accounted for 32% of their total investments. Much of this asset reallocation is shaped by entrenched managers’ preferences for acquiring control benefits. As Jensen and […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Mergers & Acquisitions
Tagged Agency costs, Agency model, Antitakeover, Change in control, Control rights, Entrenchment, Incentives, Management, Mergers & acquisitions, Private benefits of control, Takeover defenses, Takeovers
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SEC Proposes to Expand Definition of “Accredited Investor”
On December 18, 2019, the Securities and Exchange Commission (the “SEC”) published for comment proposed amendments to the definition of “accredited investor” under the Securities Act of 1933, which would expand the category of investors eligible to participate in private offerings under Regulation D. The amendments would create new categories of accredited investors, including those […]
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Posted in Legislative & Regulatory Developments, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Accredited investors, Capital formation, Equity offerings, Investment advisers, Investor protection, Regulation D, SEC, SEC rulemaking, Securities regulation, Solicitation
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Institutional Trading around Corporate News: Evidence from Textual Analysis
Institutional investors now own over 60% of corporate equities, and account for an even greater proportion of trading volume. Accordingly, institutions play a large role in the incorporation of new information into market prices. However, the mechanism of how institutional investors use information to trade, and how quickly their information-motivated trades are reflected in stock […]
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Posted in Academic Research, Empirical Research, Institutional Investors
Tagged High-frequency trading, Information asymmetries, Information environment, Institutional Investors, Market reaction, Reputation
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Corporate Purpose in Play: The Role of ESG Investing
On August 19, 2019, the U.S. Business Roundtable (BR), comprising the CEOs of more than 200 of America’s largest corporations, issued a new mission statement on “the purpose of a corporation” (BR, 2019a). The press release noted that each periodic update on principles of corporate governance since 1997 had endorsed the principle of maximizing shareholder […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, ESG
Tagged Business Roundtable, Corporate Social Responsibility, Impact investing, Institutional voting, Shareholder primacy, Shareholder value, Shareholder voting, Stakeholders
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Preparing for the 2020 Reporting Season
With the 2020 reporting season just around the corner, there are several compliance “musts” to focus on, as well as items that can be addressed in the remainder of 2019 to make 2020 a little easier. Several broader themes from prior years will continue into the 2020 proxy season, together with some new areas of […]
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Posted in Accounting & Disclosure, Boards of Directors, Institutional Investors, Practitioner Publications
Tagged Audits, Board composition, Boards of Directors, Cybersecurity, Disclosure, Diversity, Engagement, ESG, Form 10-K, Institutional Investors, Overboarding, PCAOB, Proxy advisors, Risk, Risk disclosure, Shareholder proposals
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Purpose, Stakeholders, ESG and Sustainable Long-Term Investment
This year, each of the major index fund managers, the Business Roundtable, the British Academy, the UK Financial Reporting Council, the World Economic Forum and a number of other organizations (both governmental and nongovernmental) announced that they did not support shareholder primacy and do support sustainable long-term investment and considering ESG matters. However, the initial […]
Click here to read the complete postControlling Shareholders in the Twenty-First Century: Complicating Corporate Governance Beyond Agency Costs
By the end of the twentieth century, the then-dominant literature on “law and finance” assumed that concentrated ownership was a product of deficient legal systems that did not sufficiently protect outside investors. At the same time, commentators posited that the competitive pressures of economic globalization would push countries around the world to adopt an efficient […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation
Tagged Agency costs, Agency model, Controlling shareholders, Dual-class stock, Management, Ownership, Private benefits of control
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