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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
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 […]
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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
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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 postAudit Committee Disclosure in Proxy Statements—2019 Proxy Review
In recent years, the role of the audit committee—and, in particular, its oversight of the independent auditor—has been subject to increased scrutiny from regulators, investors, and other stakeholders. The independent auditor is critical to maintaining confidence in the reliability of financial information and, ultimately, in the proper functioning of the capital markets. Increasingly, investors also […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged Audit committee, Board oversight, Boards of Directors, Corporate fraud, Cybersecurity, Privacy, Risk disclosure, Risk management
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Recent Application of Caremark: Oversight Liability
In a recent decision applying the famous Caremark doctrine, the Delaware Supreme Court confirmed several important legal principles that we expect will play a central role in the future of derivative litigation and that serve as important reminders for boards of directors in performing their oversight responsibilities. In particular, the Delaware Supreme Court held that a […]
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Posted in Accounting & Disclosure, Boards of Directors, Court Cases, Practitioner Publications
Tagged Board independence, Boards of Directors, Caremark, Compliance & ethics, Delaware cases, Delaware law, Derivative suits, Director liability, Disclosure, Fiduciary duties, Incentives, Liability standards, Management, Risk management
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Weekly Roundup: August 9–15, 2019
5 Steps for Tying Executive Compensation to Sustainability Posted by Blair Jones and Seymour Burchman, Semler Brossy Consulting Group, LLC, on Friday, August 9, 2019 Tags: Climate change, Corporate Social Responsibility, Environmental disclosure, ESG, Executive Compensation, Incentives, Sustainability Cleveland, Kondo, and Capital: Remarks before the American Chamber of Commerce Posted by Hester M. Peirce, U.S. Securities and Exchange Commission, on Friday, August 9, 2019 […]
Click here to read the complete postA New Milestone for Board Gender Diversity
As reported by the WSJ, a new milestone has finally been reached for board gender diversity: there are no longer any companies in the S&P 500 with all-male boards! Reaching just that one milestone has not exactly been expeditious. According to the WSJ, one in eight S&P 500 boards was all male in 2012. In […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Practitioner Publications, Securities Regulation
Tagged Board composition, Board turnover, Boards of Directors, Director nominations, Director qualifications, Diversity, Public firms, SEC, Securities regulation
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More than Money: Venture Capitalists on Board
There exists a large literature on boards of public companies. However, research on boards of private companies is limited because of data limitations. To fill this gap in the literature, we employ a large data set of private venture capital-backed companies in the United States and abroad to explore the structure and functions of these […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Empirical Research
Tagged Acquisitions, Board composition, Boards of Directors, Director nominations, Management, Mergers & acquisitions, Surveys, Venture capital firms
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SEC Enforcement in Financial Reporting and Disclosure: 2019 Mid-Year Update
In May 2019, the SEC completed its second full year under the stewardship of Chairman Jay Clayton. Unlike the “broken windows” philosophy of Chair Mary Jo White that left little room for interpretation, Chairman Clayton has steadfastly adhered to his focus on “Main Street investors,” which has proven to be a concept that is straightforward […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Climate change, Disclosure, Environmental disclosure, ESG, Insider trading, Internal control, SEC enforcement, Securities enforcement, Sustainability
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Non-Employee Director Pay Practices
Pearl Meyer’s “On Point: Non-Employee Director Pay Practices” survey provides real-time insights on the latest trends in non-employee director (NED) compensation practices and potential responses to increased external scrutiny. This online survey was conducted in March and April of 2019, with participation from 204 companies, including 143 publicly traded, 52 private for-profit, and nine not-for-profit […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Practitioner Publications
Tagged Board performance, Boards of Directors, Director compensation, Equity-based compensation, Incentives, Say on pay, Surveys
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