-
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 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 […]
Click here to read the complete post
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
Comments Off on Stakeholder Corporate Governance Business Roundtable and Council of Institutional Investors
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 […]
Click here to read the complete post
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
Comments Off on Securities Class Action Filings—2019 Midyear Assessment
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 […]
Click here to read the complete post
Posted in Academic Research, Empirical Research
Tagged Contracts, Decision-making, Entrepreneurs, Firm performance, Management, Venture capital firms
Comments Off on How Do Venture Capitalists Make Decisions?
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 […]
Click here to read the complete post
Posted in Legislative & Regulatory Developments, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Disclosure, Human capital, Regulation S-K, SEC, Securities regulation
Comments Off on SEC Proposal to Modernize Reg S-K
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 […]
Click here to read the complete post
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
Comments Off on A Win in Proxy Fight for Universal Proxy Card
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 […]
Click here to read the complete post
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
Comments Off on Relative Performance Evaluation in CEO Compensation: A Talent-Retention Explanation
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. […]
Click here to read the complete post
Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation
Tagged Dual-class stock, Firm valuation, IPOs, Lock-up agreements, Tech companies
Comments Off on Technology and Life Sciences IPOs
Remarks before the 38th Government-Business Forum on Small Business Capital Formation
Thank you, Martha [Miller]. It is wonderful to be here in Omaha. Thank you to all the participants in today’s program. Dean [Anthony] Hendrickson, thank you for welcoming us to Creighton University’s Heider College of Business. It is a beautiful facility that reflects the thriving economic region in which it sits. I remember my first […]
Click here to read the complete post
Posted in Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Accredited investors, Capital formation, Investor protection, Private equity, Private firms, SEC, Securities regulation, Venture capital firms
Comments Off on Remarks before the 38th Government-Business Forum on Small Business Capital Formation
What the Capital One Hack Means for Boards of Directors
Another day, another data breach. This time at Capital One, the fifth largest credit card issuer in the United States. Specifically, on July 29, 2019, FBI agents arrested Paige A. Thompson on suspicion of downloading nearly 30 GB of 100 million Capital One Financial Corp credit applications from a rented cloud data server. The FBI […]
Click here to read the complete post