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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
Statement at Open Meeting on Commission Guidance and Interpretation Regarding Proxy Voting and Proxy Voting Advice
Congress assigned to the Commission the responsibility to regulate the proxy solicitation process in 1934. Voting proxies is important. When we meet with market participants, we consistently hear about the importance of engagement, and the voting process is a key component of that engagement. This is made clear in many ways, including that our proxy […]
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Posted in Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Fiduciary duties, Incentives, Information environment, Institutional Investors, Institutional monitoring, Institutional voting, Oversight, Proxy advisors, Proxy voting
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Remarks at SECs Small Business Capital Formation Advisory Committee Meeting
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 for holding the second meeting of the Committee outside of Washington, DC. It demonstrates a clear commitment to capital formation across the country. I thank you […]
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Posted in Accounting & Disclosure, Mergers & Acquisitions, Securities Regulation, Speeches & Testimony
Tagged Capital formation, Disclosure, Financial reporting, Information environment, JOBS Act, Mergers & acquisitions, Regulation S-X, Securities regulation, Small firms
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The Future or Fancy? An Empirical Study of Public Benefit Corporations
The public benefit corporation (“PBC”) is one of the hottest developments in corporate law. The sine qua non of this new form is that directors are permitted under their fiduciary duties to consider purposes other than profit in decision-making. The PBC has thus been described as different from the traditional corporation, which in some measure […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research
Tagged Benefit corporation, Capital formation, Corporate forms, Corporate Social Responsibility, Fiduciary duties, Public benefit corporations, Shareholder primacy, Small firms, Venture capital firms
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Stakeholder Corporate Governance Business Roundtable and Council of Institutional Investors
The failure of the Council of Institutional Investors to join the Business Roundtable in rejecting shareholder primacy and embracing stakeholder corporate governance is misguided. The argument that protection of stakeholders other than shareholders should be left to government regulation is an even more serious mistake. It would lead to state corporatism or socialism. The failure […]
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Posted in Corporate Social Responsibility, Institutional Investors, Practitioner Publications
Tagged Business Roundtable, Climate change, Corporate Social Responsibility, Council of Institutional Investors, ESG, Institutional Investors, Long-Term value, Shareholder primacy, Stakeholders, Sustainability
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Securities Class Action Filings—2019 Midyear Assessment
Executive Summary Led by a spike in core filings, federal class action securities fraud lawsuits continued at near-record levels in the first half of 2019. Plaintiffs filed more than 1,000 federal securities class actions in the last five semiannual periods—over 20 percent of all filings since 1997. Core filings in the first half of 2019 […]
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Posted in Accounting & Disclosure, Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Class actions, Disclosure, Filings, Merger litigation, Mergers & acquisitions, Securities Act, Securities fraud, Securities litigation, Securities regulation
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How Do Venture Capitalists Make Decisions?
Our article, How Do Venture Capitalists Make Decisions?, describes the results of a survey of almost nine hundred venture capitalists (VCs). We asked VCs about eight different topics: deal sourcing; investment selection; valuation; deal structure; post-investment value-add; exits; internal organization of firms; and relationships with limited partners. We first consider how VCs source their potential investments—a […]
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Posted in Academic Research, Empirical Research
Tagged Contracts, Decision-making, Entrepreneurs, Firm performance, Management, Venture capital firms
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SEC Proposal to Modernize Reg S-K
At the end of last week, the SEC voted, without an open meeting, to propose amendments to modernize the descriptions of business, legal proceedings and risk factors in Reg S-K. The proposal is another component of the SEC’s “Disclosure Effectiveness Initiative.” In crafting the proposal, the SEC took into account comments received on the 2016 […]
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Posted in Legislative & Regulatory Developments, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Disclosure, Human capital, Regulation S-K, SEC, Securities regulation
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A Win in Proxy Fight for Universal Proxy Card
For the first time, a dissident shareholder group won board control in a proxy contest using a “universal proxy card” that included the names of both the company’s and the dissident’s slates. The battle for a majority of the board seats at EQT Corporation was waged by brothers Toby and Derek Rice, whose November 2017 […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications
Tagged Boards of Directors, Majority voting, Plurality Voting, Proxy contests, Proxy voting, Shareholder nominations, Shareholder voting, Universal proxy ballots
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Relative Performance Evaluation in CEO Compensation: A Talent-Retention Explanation
In this article, we investigate a market-for-talent rationale for the use of relative performance evaluation (RPE) in CEO compensation. Our premise is based on Gibbons and Murphy (1990), who show RPE in CEO compensation can be used as an efficient way to compensate CEOs for their talent. In their setting, firms learn CEO talent from […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research, Executive Compensation
Tagged Contracts, Executive Compensation, Executive performance, Firm performance, Long-Term value, Management, Pay for performance
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Technology and Life Sciences IPOs
As we had predicted in our prior IPO survey, 2019 has proven to be strong for initial public offerings. Following a somewhat sluggish start to the year, technology and life sciences IPOs took off in the second quarter, making for an overall strong first half that is on par with the second half of 2018. […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation
Tagged Dual-class stock, Firm valuation, IPOs, Lock-up agreements, Tech companies
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