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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
PCAOB Corporate Governance
Yikes! What is going on at the PCAOB? You may recall that, back in 2018, former staffers at the PCAOB and former partners of KPMG were charged by the SEC in connection with “their participation in a scheme to misappropriate and use confidential information relating to the PCAOB’s planned inspections of KPMG.” You know, that […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Accounting, Boards of Directors, Misconduct, PCAOB, SEC, Securities litigation, Securities regulation, Whistleblowers
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Speech by SEC Chairman Clayton at the University of Pennsylvania: Modernizing our Regulatory Framework: Focus on Authority, Expertise and Long-Term Investor Interests
Introduction Thank you for providing me the opportunity to deliver this year’s Distinguished Jurist Lecture. This is a special honor for me. Philadelphia is my hometown. Penn is my alma mater—two times. And, I miss teaching here. In particular, I miss the students and their wonderfully insightful questions. I also miss co-teaching with my good […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation, Speeches & Testimony
Tagged Disclosure, Dodd-Frank Act, Engagement, ESG, Exchange-traded funds, Investment advisers, Investor protection, LIBOR, Proxy voting, Retail investors, SEC, SEC rulemaking, Securities regulation, Shareholder voting
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Fall of the Ivory Tower: Controlled Companies and Shareholder Activism
Despite longstanding complaints about governance and the tyranny of a few who may or may not hold a meaningful economic interest in the company they founded and/or now control, investors have continued to allocate to controlled or quasi-controlled companies. What has changed is that minority shareholders are no longer content to sit quietly and go […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Controlling shareholders, Minority shareholders, Proxy contests, Shareholder activism, Shareholder voting
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JV Directors Duty of Loyalty
MANY JOINT VENTURE BOARD DIRECTORS find themselves in a perceived state of conflicted interest: deference to their nominating shareholder versus loyalty to the joint venture company. The dilemma is a difficult one, as directors often receive conflicting guidance as to whether they should vote based on what is best for the venture in their own […]
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Posted in Boards of Directors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Boards of Directors, Conflicts of interest, Contracts, Duty of loyalty, Fiduciary duties, International governance, Joint ventures, Jurisdiction
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How and Why Human Capital Disclosures are Evolving
The talent paradigm is shifting. A company’s intangible assets, which include human capital and culture, are now estimated to comprise on average 52% of a company’s market value. At the same time, the nature of work is rapidly evolving, new generations are reshaping the workforce and businesses are redefining long-term value and corporate purpose through […]
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Posted in Accounting & Disclosure, Comparative Corporate Governance & Regulation, Corporate Social Responsibility, ESG, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Corporate culture, Corporate Social Responsibility, Disclosure, Diversity, ESG, Human capital, SEC, Securities regulation
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Overboarding by Public Company Directors: 2019 Update
Earlier this year, The Vanguard Group announced it would vote against any named executive officer (“NEO”) who sat on more than one outside public board and against non-executive directors who sat on more than four public boards. This policy is more restrictive than Institutional Shareholder Services’ (“ISS”) voting guidelines. It is an important reminder that […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Institutional Investors, Practitioner Publications
Tagged Board performance, Boards of Directors, Index funds, Institutional Investors, Management, Overboarding, Proxy advisors, Shareholder voting
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Recent Cyber Attacks Target Asset Management Firms
A recent flurry of cyber attacks on asset managers should remind asset management firms and other financial institutions that they are attractive targets for cyber-exploitation and need to remain vigilant and institute appropriate preventative controls and monitoring procedures, as well as post-attack action plans. Many companies still see cyber attacks as one-off, anomalous events. But […]
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Posted in Accounting & Disclosure, Banking & Financial Institutions, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Asset management, Compliance and disclosure interpretation, Cybersecurity, Disclosure, Financial institutions, Financial regulation, Risk, Risk management, SEC, SEC enforcement, Securities enforcement
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Weekly Roundup: November 8–14, 2019
Designing Proposals with your Unique Investors In Mind Posted by Amy Freedman, Michael Fein, and Ian Robertson, Kingsdale Advisor, on Friday, November 8, 2019 Tags: Board composition, Boards of Directors, Diversity, ESG, Institutional Investors, Proxy advisors, Shareholder voting A Guidebook to Boardroom Governance Issues Posted by Amy Simmerman and Katherine Henderson, Wilson Sonsini Goodrich & Rosati, on Friday, November 8, 2019 Tags: Board independence, Board oversight, Boards […]
Click here to read the complete postPCAOB Selection Process and the GAO Report
The Public Company Accounting Oversight Board (PCAOB) was created when Congress passed the Sarbanes-Oxley Act of 2002 (SOX). The PCAOB is a five member quasi governmental board appointed by the SEC, with the obligation and responsibility to oversee the audits of publicly listed companies, and the audit firms who perform them. The stated purpose of […]
Click here to read the complete postDo Corporate Governance Ratings Change Investor Expectations? Evidence from Announcements by Institutional Shareholder Services
Corporate governance analysts are important information intermediaries in financial markets. They provide a wide range of services including data, analysis, ratings, proxy recommendations, and consulting. Academics, practitioners, and regulators have predominantly focused on proxy recommendations and their influence over firm governance choices and investor decisions. Therefore, our understanding of the determinants and effects of the […]
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Posted in Academic Research, Accounting & Disclosure, Corporate Elections & Voting, Institutional Investors
Tagged Boards of Directors, Disclosure, Information environment, Institutional Investors, ISS, Market efficiency, Market reaction, Proxy advisors, Shareholder voting
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