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HLS Faculty & Senior Fellows
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: 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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CEO Chairman. Two Jobs, One Person
Do recent events at Boeing and WeWork mean that American corporations can no longer afford to give the CEO job and the board chairman job to the same person? To recap: during Dennis Muilenburg’s just-concluded tenure as both CEO and chairman of Boeing, Co., the nation’s 28th largest corporation attempted to contain costs and speed […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Executive Compensation, Practitioner Publications
Tagged Board independence, Boards of Directors, Controlling shareholders, Executive Compensation, Management, Managerial style, Misconduct, Oversight, Tech companies
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Index Funds and the Future of Corporate Governance: Presentation Slides
We recently placed on SSRN a revised version of our study, Index Funds and the Future of Corporate Governance: Theory, Evidence, and Policy. That revision expands our work to engage in detail with points raised by commentators taking issue with our view of index fund stewardship and updates our empirical work. In addition, we have […]
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Posted in Empirical Research, HLS Research, Institutional Investors, Practitioner Publications
Tagged Agency costs, Boards of Directors, Engagement, Index funds, Institutional Investors, Oversight, Ownership, Shareholder voting, Stewardship
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2020 Policy Guidelines—United States
Glass Lewis’ Policy Guidelines provide an overview of our approach to governance and proxy research. Updated guidelines are now available for the following markets: Canada China Continental Europe Israel Shareholder Initiatives Taiwan United Kingdom United States In developing our policies, we consider a diverse range of perspectives and inputs, with ongoing analysis of regulatory developments, […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Audit committee, Board performance, Boards of Directors, Compensation committees, Glass Lewis, Institutional Investors, International governance, Proxy advisors, Shareholder proposals, Shareholder voting
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Remarks by SEC Chairman Clayton to the SEC’s Small Business Capital Formation Advisory Committee
Thank you Carla [Garrett], members of the Small Business Capital Formation Advisory Committee, Martha [Miller], and the staff in the Office of the Advocate for Small Business Capital Formation. It is nice to join you again for today’s meeting. I am pleased that you will devote today’s meeting to a discussion of the concept release […]
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Posted in Institutional Investors, Practitioner Publications, Securities Regulation, Speeches & Testimony
Tagged Capital markets, Institutional Investors, IPOs, Long-Term value, Private firms, Public firms, Retail investors
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Civil Rights and Shareholder Activism: SEC v. Medical Committee for Human Rights
In the fall of 1971, SEC v. Medical Committee for Human Rights was billed as one of the most important cases of the Supreme Court’s new term. Though nominally an administrative law case, it was highly anticipated because of its potential to define the scope and meaning of “corporate democracy.” The case was an appeal […]
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Posted in Academic Research, Corporate Elections & Voting, Corporate Social Responsibility, Court Cases, Securities Regulation
Tagged Corporate Social Responsibility, Legal history, No-action letters, Rule 14a-8, SEC, Securities regulation, Shareholder activism, Shareholder proposals, Shareholder rights, Shareholder voting, Stakeholders, Supreme Court
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How Corporate Lawbreakers Get a Leg Up at the Justice Department
The Project On Government Oversight (POGO) revealed in August that top political appointees at the Justice Department’s headquarters in Washington, DC, overruled career federal prosecutors who sought to bring a felony charge against biotech giant Monsanto for illegally spraying a highly toxic pesticide in Hawaii. This happened after attorneys for Monsanto, including a former head […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement
Tagged Compliance & ethics, Corporate crime, DOJ, Misconduct, SEC enforcement, Securities enforcement
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