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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
Do Index Funds Monitor?
Over the last three decades, the rise of passively managed index funds has transformed how Americans invest. In 1990 less than 1% of all mutual fund assets were held by passively managed index funds. By 2017 index funds held over $6 trillion, more than 29% of all mutual fund assets. While the flow of assets […]
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Posted in Academic Research, Corporate Elections & Voting, Institutional Investors
Tagged Index funds, Institutional Investors, Management, Oversight, Shareholder voting, Stewardship
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Caremark Claim for Positive Violation of Law
In In re Facebook, Inc. Section 220 Litigation (May 30, 2019), the Delaware Court of Chancery held in favor of Facebook, Inc. shareholders who were seeking to review certain books and records of the company in connection with the 2016 Cambridge Analytica data breach. The shareholders were seeking inspection of the books and records to […]
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Posted in Accounting & Disclosure, Boards of Directors, Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, Books and records, Caremark, Cybersecurity, Delaware cases, Delaware law, DGCL Section 220, Disclosure, Discovery, Facebook, Privacy, Shareholder suits, Social networks, Tech companies
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The Facebook Settlement
In a settlement announced by the Federal Trade Commission [July 24, 2019], Facebook agreed to a $5 billion penalty and extensive remedial requirements to resolve an investigation into violations of a 2012 consent decree related to its data privacy practices. On the same day, the Securities and Exchange Commission announced a related $100 million resolution of charges that […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Compliance and disclosure interpretation, Cybersecurity, Disclosure, Facebook, FTC, Privacy, Risk disclosure, SEC, SEC enforcement, Securities enforcement, Settlements, Tech companies
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Compensation Consultants and the Level, Composition and Complexity of CEO Pay
Most publicly traded firms retain consultants to provide advice on executive compensation. Prior research documents, based on cross-sectional analyses, that firms retaining executive compensation consultants pay more to their CEOs (a “CEO pay premium”) than firms not using them. Among the subset of firms using executive compensation consultants, research has shown that CEOs are paid […]
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Posted in Academic Research, Boards of Directors, Executive Compensation
Tagged Compensation committees, Compensation consultants, Executive Compensation, Incentives, Management, Say on pay
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Global Securities Litigation Trends
Introduction As companies rapidly expand globally and securities markets become increasingly interconnected, multinational companies must prepare for a new era of global securities litigation. As explained in “Developments in Global Securities Litigation,” a white paper prepared by Dechert last year (“White Paper”)1, this sea change is at the forefront of potential risks for multinational companies. […]
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Posted in Court Cases, International Corporate Governance & Regulation, Practitioner Publications, Securities Litigation & Enforcement
Tagged Australia, EU, Europe, Germany, International governance, IPO Spinning, Italy, Japan, Liability standards, Morrison v. National Australia Bank Ltd., Netherlands, Securities fraud, Securities litigation, Spain, U.S. federal courts, UK, Volkswagen
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Why Compliance (Still) Matters
We and many other observers have noted the significant drop over the past two years in both the number of white-collar prosecutions and the scale of corporate fines and penalties. In such an environment, companies might be tempted to think that having an effective compliance program is less urgent and less important than in the […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement
Tagged Anti-corruption, Audit committee, Compliance & ethics, Compliance and disclosure interpretation, Deferred prosecution agreements, DOJ, FCPA, Internal control, Misconduct, Non-prosecution agreement, SEC enforcement
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The Development of Statutes for Ratification and Validation of Defective Corporate Acts
Over the past five years, a growing number of states have adopted statutes authorizing ratification and validation of void or voidable corporate acts. These statutes have become important tools for the corporate technician and corporations pursuing financing, significant transactions, and greater certainty in the capital structure. Delaware provided the first model for ratification and validation […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Practitioner Publications
Tagged Boards of Directors, Capital structure, Charter & bylaws, Delaware law, DGCL, DGCL Section 204, DGCL Section 205
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Building a Sustainable and Competitive Economy: An Examination of Proposals to Improve Environmental, Social, and Governance Disclosures
I thank the Subcommittee for inviting me to appear at today’s hearing. This Subcommittee has an integral role in ensuring that financial markets, international trade, and banking remain stable and strong for all Americans, and the policy being considered today is a crucial part of that mission. I have had the pleasure of serving as […]
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Posted in Accounting & Disclosure, International Corporate Governance & Regulation, Practitioner Publications, Securities Regulation
Tagged Disclosure, Environmental disclosure, ESG, Governance standards, Human rights, International governance, Materiality, Securities regulation, Stakeholders, Sustainability, Transparency
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2019 Proxy Season Takeaways
Proxy season has come to a close and companies are beginning to prepare for a new cycle of engagement in the off-season. Here are the topics that drove vote outcomes this spring that will infuse investor conversations this fall. New Overboarding Policies and Lower Support Levels for Directors In a sign of growing investor assertiveness, […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Climate change, Engagement, ESG, Executive Compensation, Mergers & acquisitions, Overboarding, Proxy season, Say on pay, Shareholder activism, Shareholder proposals, Shareholder voting, Sustainability
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Remarks to the SEC Investor Advisory Committee
Thank you, Anne [Sheehan]. Good morning everyone, and I want to extend a special welcome to our new commissioner, Allison Lee. I am interested in today’s discussion. I understand the Committee first will be talking about the SEC approach to regulation in areas where competition may be limited. Competition is important to the functioning of […]
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Posted in Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Antitrust, MiFID, Proxy voting, SEC, SEC rulemaking, Securities enforcement, Securities regulation, Shareholder proposals, Shareholder voting, Transparency
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