-
Supported By:
Subscribe or Follow
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
Stakeholder Impartiality: A New Classic Approach for the Objectives of the Corporation
The stockholder/stakeholder dilemma has occupied corporate leaders and corporate lawyers for over a century. Most recently, the Business Roundtable, in a complete turnaround of its prior position, stated that “the paramount duty of management and of boards of directors is to the corporation’s stockholders.” The signatories of this statement failed, however, to specify how they […]
Click here to read the complete post
Posted in Academic Research, Boards of Directors, International Corporate Governance & Regulation
Tagged Boards of Directors, Canada, Duty of loyalty, Fiduciary duties, International governance, Stakeholders, UK
Comments Off on Stakeholder Impartiality: A New Classic Approach for the Objectives of the Corporation
Weekly Roundup: October 11–17, 2019
Naming and Shaming: Evidence from Event Studies Posted by John Armour (University of Oxford), Colin Mayer (University of Oxford), and Andrea Polo (LUISS Guido Carli University), on Friday, October 11, 2019 Tags: Information environment, International governance, Market reaction, Misconduct, Public perception, Reputation, SEC, Securities enforcement, Shareholder value, Stock performance, UK Recent Trends in Shareholder Activism Posted by Richard J. Grossman and Alexander J. Berg, Skadden, Arps, Slate, […]
Click here to read the complete postDual-Class Shares: A Recipe for Disaster
Thank you, Kerrie Waring, for your kind introduction. I appreciate the opportunity to speak at a conference where you will spend the next two days discussing the stewardship responsibilities of shareholders. I know you take those responsibilities seriously, and I do my best to encourage a regulatory environment that makes companies accountable to their shareholders. […]
Click here to read the complete post
Posted in Institutional Investors, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Agency costs, Capital structure, Controlling shareholders, Dual-class stock, Institutional Investors, Long-Term value, SEC, Securities regulation
Comments Off on Dual-Class Shares: A Recipe for Disaster
Public Enforcement after Kokesh: Evidence from SEC Actions
On September 20, 2019, the U.S. House Financial Services Committee approved by 49-5 votes a now-bipartisan Investor Protection and Capital Markets Fairness Act (H.R. 4344), also known as the Kokesh-fix. The Bill authorizes the SEC to bring claims for disgorgement in actions filed in court (the SEC has had express statutory authority to bring disgorgement […]
Click here to read the complete post
Posted in Academic Research, Court Cases, Securities Litigation & Enforcement, Securities Regulation
Tagged Disgorgement, Investor protection, Kokesh, SEC, SEC enforcement, SEC investigations, Securities enforcement, Securities regulation, Supreme Court, US House
Comments Off on Public Enforcement after Kokesh: Evidence from SEC Actions
Disclosure on Cybersecurity Risk and Oversight
Cybersecurity attacks are among the gravest risks that businesses face today. The EY 2019 CEO Imperative Survey found that CEOs ranked national and corporate cybersecurity as the top global challenge to business growth and the global economy. In this environment, stakeholders want to better understand how companies are preparing for and responding to cybersecurity incidents. […]
Click here to read the complete post
Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Compliance and disclosure interpretation, Cybersecurity, Disclosure, Form 10-K, Oversight, Risk management, Risk oversight, SEC, Securities regulation
Comments Off on Disclosure on Cybersecurity Risk and Oversight
The Passing of Retired Chancellor William T. Allen
The Delaware Judiciary was saddened to learn of the passing on Sunday of retired Chancellor William T. Allen, a giant of the corporate bar, academia, and the Delaware Bench. The Judiciary expresses its deepest condolences to the friends and family of Chancellor Allen. Allen, 75, was appointed as Chancellor of the Delaware Court of Chancery […]
Click here to read the complete post
Posted in HLS Research, Practitioner Publications
Tagged Delaware law
Comments Off on The Passing of Retired Chancellor William T. Allen
Loosey-Goosey Governance: Four Misunderstood Terms in Corporate Governance
We recently published a paper on SSRN (“Loosey-Goosey Governance: Four Misunderstood Terms in Corporate Governance”) that examines four central concepts that are widely discussed—even foundational to the problem—but loosely defined and poorly understood. A reliable corporate governance system is considered to be an important requirement for the long-term success of a company. Unfortunately, after decades […]
Click here to read the complete postOne Size Does Not Fit All
In a well-researched and documented paper, David Larcker and Brian Tayan of the Rock Center for Corporate Governance at Stanford University have demonstrated the ringing truth of the oft heard “one size doesn’t fit all” criticism of the stylized corporate governance principles promulgated by organizations like Institutional Shareholder Services, Glass Lewis, Council of Institutional Investors and […]
Click here to read the complete post
Posted in Boards of Directors, ESG, Executive Compensation, Practitioner Publications
Tagged Board independence, Board oversight, Boards of Directors, Dual-class stock, ESG, Executive Compensation, Pay for performance, Staggered boards, Sustainability
Comments Off on One Size Does Not Fit All
ESG and Executive Remuneration—Disconnect or Growing Convergence?
In recent years, the level of capital flowing into funds that incorporate ESG criteria has grown considerably and what was once an issue on the fringes of investment is increasingly part of the material financial analysis of a company’s value. Consequently, ESG rating agencies (who help investors identify ESG risk) have grown in prominence; regulators […]
Click here to read the complete post
Posted in Boards of Directors, Corporate Elections & Voting, ESG, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Climate change, ESG, Executive Compensation, Institutional Investors, Management, Proxy advisors, Say on pay, Shareholder voting
Comments Off on ESG and Executive Remuneration—Disconnect or Growing Convergence?