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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
U.S. Senate Testimony by SEC Chairman Clayton on “Oversight of the Securities and Exchange Commission”
Chairman Crapo, Ranking Member Brown and Senators of the Committee, thank you for the opportunity to testify before you today about the work of the U.S. Securities and Exchange Commission (SEC or Commission or agency). I am honored to discuss the great work of the women and men of the SEC over the past year […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Asset management, Audit trail, Blockchain, Capital formation, Capital markets, Disclosure, Dodd-Frank Act, Financial regulation, Financial technology, ICOs, Information environment, Investment advisers, Investor protection, Oversight, Proxy voting, Retail investors, Risk, SEC, SEC enforcement, Securities enforcement, Securities regulation, Transparency, US Senate
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Thoughts for Boards of Directors in 2020
In hindsight, 2019 may come to be viewed as a watershed year in the evolution of corporate governance. After years of growing alarm about endemic short-termism, the sustainability and competitiveness of businesses over a long- term horizon, and the role of corporate policies in contributing to socioeconomic inequality, there has been an emerging consensus that […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, ESG, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Corporate culture, ESG, Firm performance, Institutional Investors, Long-Term value, Risk oversight, Shareholder primacy, Short-termism, Stakeholders, Sustainability
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More Meaningful Ethics
In the world of compliance, people often mention the importance of ethics, but focus the bulk of their efforts on the creation of a program that is likely to only ensure compliance with legal and regulatory mandates. This is, of course, unsurprising. Coming up with tangible activities related to the creation of a compliance program […]
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Posted in Academic Research, Accounting & Disclosure, Comparative Corporate Governance & Regulation
Tagged Compliance & ethics, Compliance and disclosure interpretation, Corporate culture, Misconduct
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SEC Proposed Rule Amendments on Shareholder Proposals and Proxy Advisors: Implications for Issuers, Investors and Proxy Advisors
The Commissioners of the Securities and Exchange Commission (SEC) voted 3-2 on November 5 to propose amendments to rules governing shareholder proposals and proxy advisors. As proposed, the shareholder proposal rule would, among other changes, significantly raise both the ownership thresholds for shareholder proposal submissions and the vote outcome hurdles for proposal resubmissions. The proposed […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Engagement, Institutional Investors, Proxy advisors, SEC, SEC rulemaking, Securities regulation, Shareholder proposals, Shareholder voting
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Trading Against the Random Expiration of Private Information: A Natural Experiment
For years, unbeknownst to lawmakers and the public, a small group of private investors were inadvertently given access to securities filings before they were widely released via EDGAR. A government contractor operating a platform known as the Public Dissemination Service, or PDS, distributed SEC filings to a small number of paying subscribers moments before they […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research
Tagged Disclosure, EDGAR, Information asymmetries, Information environment, Inside information, Market efficiency, Market reaction, SEC
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SEC Punked?
You might recall that, earlier this month, the SEC voted to propose amendments to add new disclosure and engagement requirements for proxy advisory firms and to “modernize” the shareholder proposal rules by increasing the eligibility and resubmission thresholds. (See this PubCo post and this PubCo post.) At the SEC open meeting, in explaining his perspective on the proposals, SEC […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Disclosure, Engagement, Institutional Investors, Proxy advisors, Proxy voting, SEC, Securities regulation, Shareholder voting
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Silicon Valley and S&P 100: A Comparison of 2019 Proxy Season Results
In the 2019 proxy season, 143 of the technology and life sciences companies included in the Fenwick – Bloomberg Law Silicon Valley 150 List (SV 150) and 99 of the S&P 100 companies held annual meetings that typically included voting for the election of directors, ratifying the selection of auditors of the company’s financial statements and voting […]
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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Practitioner Publications
Tagged Boards of Directors, Executive Compensation, Proxy voting, Say on pay, Shareholder proposals, Shareholder voting, Tech companies
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The Mixed Response on SEC’s Proposed Rules on Proxy Advisory Firms
Last month, the Securities and Exchange Commission announced proposed rules regarding proxy advisors. SEC Chair Jay Clayton compared proxy advisory firms’ effect on shareholder engagement and the capital markets to that of other significant third-party market participants such as auditors, rating agencies, and research analysts. He emphasized that—amid the myriad investor interests and preferences extant in the marketplace—there […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, Institutional Investors, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Conflicts of interest, Disclosure, Glass Lewis, Institutional Investors, Institutional Shareholder Services Inc., Management, Proxy advisors, SEC, SEC rulemaking, Securities regulation, Solicitation
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Keynote Speech by PCAOB Chairman William D. Duhnke III at the 14th Annual Audit Conference Baruch College
First, let me thank Professor Carmichael for inviting me to participate in this event. It is a pleasure to be here today with such a wide array of professionals connected to the audit profession. Between the policymakers, academics, audit firms, public company leaders, and other attendees, many of the PCAOB’s core stakeholder groups are represented […]
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Posted in Accounting & Disclosure, Practitioner Publications
Tagged Accountability, Accounting, Accounting standards, Audits, Disclosure, Engagement, PCAOB, Transparency
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Ending Foreign-Influenced Corporate Spending in U.S. Elections
The 2020 presidential election is less than a year away, and intelligence officials warn that foreign entities remain intent on affecting its outcome. At the same time, the U.S. House of Representatives is conducting an impeachment inquiry into President Donald Trump, due in large part to his solicitation of foreign interference from Ukraine in the […]
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Posted in Accounting & Disclosure, Corporate Social Responsibility, ESG, Practitioner Publications
Tagged Accountability, Citizens United v. FEC, Corporate Social Responsibility, Disclosure, ESG, Political spending, Supreme Court, Transparency
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