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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
Weekly Roundup: December 13–19, 2019
Agency Costs, Corporate Governance and the American Labor Union Posted by Jonathan R. Macey (Yale Law School), on Friday, December 13, 2019 Tags: Accountability, Agency costs, Agency model, Employees, Information environment, Labor markets, Oversight, Private benefits of control, Proxy advisors, Shareholder proposals, Stakeholders, Unions NYSE Direct Listing Proposal Posted by Alan F. Denenberg, Marcel Fausten, and Richard D. Truesdell, Davis Polk & Wardwell LLP, on Friday, December 13, 2019 […]
Click here to read the complete postOn Inference When Using State Corporate Laws for Identification
A large empirical literature studies the effects of state corporate law statutes on corporate actions and performance at the firm level. Interest is in the laws for their own sake or as exogenous variation in determinants of firm behavior. For example, well over a hundred papers investigate the effects of state anti-takeover statutes or of […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research, HLS Research, Mergers & Acquisitions
Tagged Acquisitions, Antitakeover, Delaware law, Incorporations, Mergers & acquisitions, State law
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Statement by Chairman Jay Clayton at Open Meeting
Good morning. This is an open meeting of the U.S. Securities and Exchange Commission, under the Government in the Sunshine Act. Today, we have six items on the agenda. As I’ve remarked in the past, we must efficiently allocate the Commission’s limited resources to a combination of statutory mandates and the needs of the day. […]
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Posted in Accounting & Disclosure, Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Accounting, Accounting standards, Accredited investors, Disclosure, Dodd-Frank Act, PCAOB, Regulation D, SEC, Securities regulation, Swaps
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The Compensation Committee’s Role in Succession Planning
Naming a successor to the CEO is one of the board’s primary functions. However, boards can do more than simply identify a single next-in-line successor. More strategically minded boards actively guide the organization’s leadership development process and focus on recruiting, motivating, and retaining high performers on a broader scale than just the chief executive’s office. […]
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Posted in Boards of Directors, Executive Compensation, Practitioner Publications
Tagged Boards of Directors, Compensation committees, Corporate culture, Executive Compensation, Executive turnover, Human capital, Management, Succession
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Watching Insider Trading Law Wobble: Obus, Newman, Salman and Two Martomas
The accretive process by which insider trading law evolves—for all the benefits of incrementalism—has many critics. When insider trading law wobbles visibly on some matter, there are enhanced concerns about notice, predictability and due process as well as the substantive merit of the specific principles being applied. Judge Jed Rakoff recently said in an opinion […]
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Posted in Academic Research, Court Cases, Securities Litigation & Enforcement, Securities Regulation
Tagged Inside information, Insider trading, SEC enforcement, Securities enforcement, Supreme Court
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Potential Rule 10b-5 Liability for Misleading Statements and Omissions
In March 2019, the Supreme Court issued its decision in Lorenzo v. SEC, 139 S. Ct. 1094 (2019), in which the Court held that those who disseminate false or misleading statements with the intent to defraud—even if they are not the “maker” of the statement—can be found to have violated subsections (a) and (c) of […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Disclosure, Misconduct, Rule 10b-5, SEC, Securities enforcement, Securities fraud, U.S. federal courts
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Your 20/20 Foresight on Canada’s Proxy Season 2020
As we did last year, this post presents our predictions, based on the current governance environment, and our recommendations on issues that should be of importance when preparing for the upcoming proxy season. This post takes into account comments made by representatives of institutional investors and the Autorité des marchés financiers (Quebec’s securities regulator) at […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Canada, Climate change, Cybersecurity, Diversity, Environmental disclosure, ESG, Institutional Investors, International governance, Risk, Risk disclosure, Shareholder voting, Stakeholders, Sustainability
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SEC Cracks Down on Earnings Management
The SEC is taking renewed aim at earnings management, and this time it’s not just improper revenue recognition. Both in its recent enforcement order against Marvell Technology Group—imposing s $5.5 million fine and a cease-and-desist order—and in its on-going action against Under Armour, the SEC has focused on what, anecdotally, is not a terribly uncommon […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Accounting, Accounting standards, Earnings disclosure, Earnings management, Financial reporting, Firm performance, Firm valuation, SEC, SEC rulemaking, Securities enforcement, Securities regulation
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The Case for Individual Audit Partner Accountability
Theory suggests that regulatory oversight, private enforcement, and reputational risk provide auditors with incentives to perform high-quality work. Yet 2018 provided evidence that accounting scandals remain all too common. From the United States, to the United Kingdom, to South Africa, the accounting profession saw a series of high-profile audit failures. Perhaps even more damaging to […]
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