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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
- 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
Investor Stewardship Reporting and Engagement
Vital to rebuilding trust in business is an effective accountability framework based on good stewardship, governance and reporting. Within this, transparency over stewardship of investments plays a fundamental role in providing confidence to a broad range of stakeholders. Pursuing greater transparency drives greater accountability, and promotes a critical shift from short-term thinking to creating long-term […]
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Posted in Accounting & Disclosure, Corporate Social Responsibility, International Corporate Governance & Regulation, Practitioner Publications
Tagged Asset management, Climate change, Diversity, Engagement, ESG, Europe, Fund managers, Human capital, Reputation, Stewardship, Stewardship Code, Surveys, Transparency, UK
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Reg FD Enforcement Action
Reg FD prohibits selective disclosure of material, nonpublic information by public companies (or by its senior officials or specified other employees) to securities market professionals and shareholders reasonably likely to trade on the information. If a public company does make a disclosure of that kind, the company is required under Reg FD to disclose the […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Disclosure, Forecasting, Regulation FD, SEC, SEC enforcement, Securities enforcement, Securities regulation
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No Action Process—Letter from Five Investor Organizations to SEC Division of Corporate Finance
Via Hand Delivery September 19, 2019 Mr. William Hinman Director, Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 RE: Investor Concerns and Recommendations Regarding the Division’s No-Action Process Announcement of September 6, 2019 Dear Director Hinman, We are writing on behalf of our members to express major concerns […]
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Posted in Institutional Investors, Legislative & Regulatory Developments, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Accountability, Council of Institutional Investors, Institutional Investors, No-action letters, Retail investors, Rule 14a-8, SEC, SEC enforcement, SEC rulemaking, Securities regulation, Shareholder proposals, Transparency
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Trading and Arbitrage in Cryptocurrency Markets
Cryptocurrencies such as bitcoin or ethereum have rocketed to public attention over the past few years. These are digital currencies built on blockchain technology that allows verification of payments and other transactions in the absence of a centralized custodian. While significant attention has been paid to the dramatic ups and downs in the volume and […]
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Posted in Academic Research, Empirical Research, International Corporate Governance & Regulation
Tagged Arbitrage, Bitcoin, Blockchain, Capital markets, Cryptocurrency, Europe, Financial technology, International governance
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Statement on Volcker Rule Amendments
[On September 18, 2019], the Commission finalized the rollback of the Volcker Rule—the risktaking limits that keep banks from gambling with taxpayer money. These limits are designed to help regulators address a basic problem of incentives: bankers, anticipating taxpayer-funded bailouts, prefer to take excessive risks to maximize their bonuses. That’s why I’ve called upon my […]
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Posted in Banking & Financial Institutions, Financial Crisis, Financial Regulation, Practitioner Publications, Regulators Materials, Securities Regulation
Tagged Banks, Financial crisis, Financial institutions, Financial regulation, Investor protection, Liquidity, Moral hazard, Securities regulation, Systemic risk, Volcker Rule
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Are Early Stage Investors Biased Against Women?
It is well known that there is a significant gender gap in high-growth entrepreneurship. The persistence of this gap over time runs counter to more general labor market trends. Several potential explanations have been proposed, including gender differences in technical training or risk preferences. However, many have also speculated that part of the gender gap […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research
Tagged Capital formation, Diversity, Entrepreneurs, Venture capital firms
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Stakeholder Governance—Some Legal Points
Recently, a number of questions have been raised about the legal responsibilities of directors in pursuing long-term sustainable business strategies and taking into account ESG (environmental, social, governance) factors and the interests of all the stakeholders in the corporation. The following are key parts of the answers we have been giving. The purpose of a […]
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Posted in Comparative Corporate Governance & Regulation, Corporate Social Responsibility, ESG, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Corporate Social Responsibility, Duty of care, ESG, Fiduciary duties, Long-Term value, Oversight, Stakeholders, Sustainability
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Weekly Roundup: September 13-19, 2019
Financial Contracting with the Crowd Posted by Usha Rodrigues (University of Georgia), on Friday, September 13, 2019 Tags: Blockchain, Capital formation, Contracts, Crowdfunding, ICOs, Investor protection, Securities regulation, Venture capital firms Audit Committee Reports to Shareholders Posted by Steve Klemash, Jamie Smith, and Jennifer Lee, EY Center for Board Matters, on Friday, September 13, 2019 Tags: Audit committee, Audits, Disclosure, Risk disclosure, Risk management Market Based Factors as Best Indicators […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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Directors’ Duties in an Evolving Risk and Governance Landscape
The stakes for responsible corporate stewardship have never been higher. Corporations today account for a greater proportion of our collective productivity than ever before. Of the 100 largest economies in the world, 71 are corporations, and only 29 are countries. U.S. corporations alone generated profits of $2.3 trillion in 2018—the highest in history. Reflecting their […]
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Posted in Boards of Directors, Corporate Social Responsibility, ESG, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Climate change, Environmental disclosure, ESG, Index funds, Institutional Investors, Long-Term value, Shareholder primacy, Sustainability
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The Limits of Delaware Corporate Law: Internal Affairs, Federal Forum Provisions, and Sciabacucchi
The Securities Act of 1933 provides for concurrent federal and state jurisdiction. Securities Act claims were historically litigated in federal court, but in 2015 plaintiffs began filing far more frequently in state court where dismissals are less common and weaker claims more likely to survive. D&O insurance costs for IPOs have since increased significantly. Today, […]
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Posted in Academic Research, Court Cases, Securities Litigation & Enforcement, Securities Regulation
Tagged Charter & bylaws, Delaware cases, Delaware law, DGCL, Fiduciary duties, Forum selection, Jurisdiction, Section 11, Securities Act, Securities litigation, State law, U.S. federal courts
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