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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
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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The Conference Board, in collaboration with Heidrick & Struggles, recently released CEO Succession Practices: 2019 Edition. The report is designed to provide a comprehensive set of benchmarking data and analysis on CEO turnover that can support members of the board of directors and corporate governance professionals in the fulfillment of their succession planning and leadership […]
Click here to read the complete postCorporate Oversight and Disobedience
Over a decade has passed since landmark Delaware decisions on corporate oversight obligations and with virtually no cases going to trial and resulting in liability, scholars have puzzled over what it means to have the potential for corporate accountability in the fiduciary duty of good faith. Recent decisions in Marchand v. Barnhill and In re […]
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Posted in Academic Research, Boards of Directors, Court Cases, Mergers & Acquisitions, Securities Litigation & Enforcement
Tagged Boards of Directors, Caremark, Compliance & ethics, Delaware articles, Delaware cases, Delaware law, DGCL, Duty of good faith, Liability standards, Merger litigation, Mergers & acquisitions, Oversight
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Preparing Your 2019 Form F-20
This post highlights some considerations for the preparation of your 2019 annual report on Form 20-F. As in previous years, we discuss both disclosure developments and continued areas of focus for the U.S. Securities and Exchange Commission (SEC). In addition, we highlight certain U.S.-related enforcement matters and other developments of interest to Foreign Private Issuers […]
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Posted in Accounting & Disclosure, ESG, International Corporate Governance & Regulation, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Accounting standards, Climate change, Disclosure, Environmental disclosure, ESG, External auditors, FASB, FAST Act, Foreign issuers, International governance, PCAOB, SEC, SEC enforcement, Securities enforcement, Securities regulation, Sustainability
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