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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 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
Task Force on Climate-Related Financial Disclosure 2019 Status Report
Executive Summary In June 2017, The Task Force on Climate-related Financial Disclosures (Task Force or TCFD) released its final recommendations (2017 report), which provide a framework for companies and other organizations to develop more effective climate-related financial disclosures through their existing reporting processes. In its 2017 report, the Task Force emphasized the importance of transparency […]
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Posted in Accounting & Disclosure, Corporate Social Responsibility, Practitioner Publications
Tagged Climate change, Disclosure, Environmental disclosure, Risk, Risk assessment, Risk management, Sustainability
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Shareholder Protection and the Cost of Capital
Do the legal environment and the level of shareholder protection meaningfully influence the cost of capital? To shed some light on this issue, our recent article Shareholder Protection and the Cost of Capital (which is forthcoming in the Journal of Law and Economics) explores how changes in shareholders’ rights affect their required risk premium, which […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, Securities Litigation & Enforcement, Securities Regulation
Tagged Agency costs, Capital markets, Cost of capital, Derivative suits, Disclosure, Information environment, Insider trading, Investor protection, Risk-taking, Securities litigation, Shareholder rights, Shareholder suits, State law
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SEC Staff Guidance on Shareholder Proposals: A Murky Path Forward
In November 2017, the staff of the Division of Corporation Finance (Staff) of the Securities and Exchange Commission (SEC) issued guidance concerning companies’ ability to exclude shareholder proposals from their proxy statements under the “ordinary business” and “relevance” grounds of Rule 14a-8. In particular, Staff Legal Bulletin No. 14I (SLB 14I) invited companies to include […]
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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Boards of Directors, Executive Compensation, Incentives, No-action letters, Rule 14a-8, SEC, SEC rulemaking, Securities regulation, Shareholder proposals, Shareholder voting
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How Boards Govern Disruptive Technology—Key Findings from a Director Survey
Technology can enable innovation and disrupt existing business models. Many corporate leaders are increasingly considering how technology can improve operational efficiencies, create new products and services, and help their organizations enter untapped markets. They are also surveying the landscape for competitive entrants seeking to disrupt their industry. Of course, adopting new technology can be challenging […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged Cybersecurity, Innovation, Risk management, Surveys, Tech companies
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Deal Insurance: Representation & Warranty Insurance in M&A Contracting
Parties to M&A transactions now commonly purchase insurance against breaches of the reps and warranties. In a forthcoming article, I study Representation and Warranty Insurance (“RWI”) in the U.S. market using two empirical methodologies. First, I survey nearly 100 market participants in the market—insurers, brokers, lawyers, and private equity managers. And second, I analyze the […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research, Mergers & Acquisitions, Private Equity
Tagged Adverse selection, Agency costs, Insurance, Mergers & acquisitions, Moral hazard, Private equity, R&W insurance, Risk management
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SEC Rules and Guidance for Broker-Dealers and Investment Advisers
On June 5, 2019, the Securities and Exchange Commission (the “SEC”) voted 3-1 to adopt the highly anticipated rulemaking package addressing investment adviser and broker-dealer standards of conduct. The package includes final versions of (i) the SEC’s interpretation of the standard of conduct for investment advisers (“Final Interpretation”), (ii) new rules to require registered advisers […]
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Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Broker-dealers, Compliance & ethics, Conflicts of interest, Disclosure, Fiduciary duties, Investment advisers, Regulation Best Interest, SEC, SEC rulemaking, Securities regulation
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Irrelevance of Governance Structures
The central theme in the theory of corporate governance is that allocating more control rights to shareholders will allow them to hold disloyal managers accountable and reduce agency costs. The common empirical prediction that follows is that a weak governance structure will be associated with weak firm value and performance due to high agency costs. […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research, Institutional Investors
Tagged Accountability, Agency costs, Common ownership, Control rights, Firm performance, Institutional Investors, Management, Ownership, Shareholder rights, Shareholder value
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Post-Cyan Ruling on Discovery Stay
In May 15, 2019, a Connecticut Superior Court found that defendants in a claim under the Securities Act of 1933 (Securities Act) were entitled to the mandatory discovery stay pending a motion to dismiss under the Private Securities Litigation Reform Act of 1995 (PSLRA)—a significant ruling due to its reasoning and the possibility that other […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Class actions, Connecticut, Discovery, Jurisdiction, PSLRA, Safe harbor, Securities Act, Securities litigation, SLUSA, State law, Supreme Court
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Baby on Board: Remarks before the Society for Corporate Governance National Conference
A few months ago there was an article in the Washington Post about the baby on board signs that seem to be on so many cars. The article’s timing was perfect because I had just seen one of those signs and remember wondering why they seemed to be making a come-back. At one point, those […]
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Posted in Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Board composition, Boards of Directors, Director qualifications, Diversity, Institutional Investors, Proxy advisors, SEC, Securities regulation
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Spotlight on Boards
The ever-evolving challenges facing corporate boards prompt periodic updates to a snapshot of what is expected from the board of directors of a major public company—not just the legal rules, or the principles published by institutional investors and various corporate and investor associations, but also the aspirational “best practices” that have come to have equivalent […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications
Tagged Board independence, Board leadership, Board oversight, Board performance, Boards of Directors, Corporate culture, Delaware law, Duty of loyalty, Fiduciary duties
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