-
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
The Modern Dilemma: Balancing Short- and Long-Term Business Pressures
We are pleased to share the latest collaboration between Baker McKenzie and World Economic Forum in the publication of a white paper entitled “The Modern Dilemma: Balancing Short and Long Term Business Pressures“. The leadership challenge of balancing short and long-term business pressures, and doing so in an ethical way in which both a company […]
Click here to read the complete post
Posted in Accounting & Disclosure, Boards of Directors, Institutional Investors, Practitioner Publications
Tagged Accounting, Boards of Directors, Environmental disclosure, Financial reporting, International governance, Long-Term value, Stewardship, Sustainability
Comments Off on The Modern Dilemma: Balancing Short- and Long-Term Business Pressures
The Chilling Effect of Regulation FD: Evidence from Twitter
Regulation Fair Disclosure (“Reg-FD”) was intended to stop the practice of selective disclosure, in which companies provided material information to select analysts and institutional investors prior to public disclosure. It achieved this goal by requiring that material disclosures be broadly disseminated to the public through non-exclusionary channels. While the underlying concept of broad non-exclusionary disclosures […]
Click here to read the complete post
Posted in Academic Research, Accounting & Disclosure, Comparative Corporate Governance & Regulation, Empirical Research, Securities Regulation
Tagged Disclosure, Information environment, Materiality, Regulation FD, SEC, Securities regulation, Shareholder communications, Social media, Social networks
1 Comment
Impact of the California Consumer Privacy Act on M&A
Introduction Similar to the European Union’s General Data Protection Regulation, the passage of the California Consumer Privacy Act (“CCPA”) is ushering in a new era of data privacy and data security considerations in the United States as companies are preparing for its effectiveness, the possibility for follow-ons in other states and the potential for preemptive […]
Click here to read the complete post
Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Mergers & Acquisitions, Practitioner Publications
Tagged California, Compliance and disclosure interpretation, Consumer protection, Cybersecurity, Merger litigation, Mergers & acquisitions, Privacy, State law
Comments Off on Impact of the California Consumer Privacy Act on M&A
Business Chemistry: A Path to a More Effective Board Composition
Introduction The average board member spends about 245 hours on board matters over the course of a year, according to the 2018-2019 NACD Public Company Governance Survey. However, less than one-third of this time, 74 hours, consists of board member interactions, such as telephonic and in-person board and committee meetings and a handful of board […]
Click here to read the complete post
Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Practitioner Publications
Tagged Behavioral finance, Board composition, Board dynamics, Board performance, Boards of Directors
Comments Off on Business Chemistry: A Path to a More Effective Board Composition
Delaware’s New Competition
American corporate law is built on a metaphor of a race: states compete to supply corporate law. For nearly half a century, corporate law scholarship has revolved around endemic questions about whether other states put competitive pressure on Delaware, and whether this competition is normatively desirable. There is a missing piece to this important body […]
Click here to read the complete post
Posted in Academic Research, Comparative Corporate Governance & Regulation, International Corporate Governance & Regulation
Tagged Cayman Islands, Charter & bylaws, Delaware articles, Delaware law, Derivative suits, Duty of loyalty, International governance, Jurisdiction, Shareholder suits, State law, Tax avoidance, Transparency
1 Comment
Regulation Best Interest
On June 5, 2019, the Securities and Exchange Commission (SEC) adopted Regulation Best Interest (Rule 15l-1 under the Securities Exchange Act of 1934 (Exchange Act)), which requires broker-dealers and their associated persons who are natural persons to act in the best interest of their retail customers when making a recommendation. The SEC also adopted Form […]
Click here to read the complete post
Posted in Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Broker-dealers, Compliance & ethics, Conflicts of interest, Fiduciary duties, Investor protection, Regulation Best Interest, SEC, SEC rulemaking, Securities regulation
Comments Off on Regulation Best Interest
U.S. Board Diversity Trends in 2019
As the U.S. annual shareholder meeting season is coming to an end, we review the characteristics of newly appointed directors to reveal trends director in nominations. As of May 30, 2019, ISS has profiled the boards of 2,175 Russell 3000 companies (including the boards of 401 members of the S&P 500) with a general meeting […]
Click here to read the complete post
Posted in Boards of Directors, Institutional Investors, Practitioner Publications
Tagged Board composition, Boards of Directors, Director nominations, Director qualifications, Diversity, Institutional Investors
Comments Off on U.S. Board Diversity Trends in 2019
Do Firms Issue More Equity When Markets Become More Liquid?
In our paper Do firms issue more equity when markets become more liquid?, we investigate whether variation in stock market liquidity helps to explain variation in corporate equity issuance over time. It is well-known that the volume of both initial public offerings (IPOs) and seasoned equity offerings (SEOs) fluctuates considerably over time, but the underlying […]
Click here to read the complete post
Posted in Academic Research, Empirical Research, International Corporate Governance & Regulation
Tagged Capital markets, Equity capital, International governance, IPOs, Liquidity, Market conditions, Market timing
Comments Off on Do Firms Issue More Equity When Markets Become More Liquid?
Debt Default Activism: After Windstream, the Winds of Change
In our prior memos The Rise of the Net-Short Debt Activist and Default Activism in the Debt Markets, we discussed the phenomenon of “Debt Default Activism,” in which investors purchase debt on the thesis that a borrower may already be in default, and then seek to profit from the alleged default, by, for example, triggering […]
Click here to read the complete post
Posted in Bankruptcy & Financial Distress, Derivatives, Practitioner Publications
Tagged Bankruptcy, Covenants, Credit default swaps, Debt, Debtor-creditor law, Derivatives, Shareholder activism
Comments Off on Debt Default Activism: After Windstream, the Winds of Change
Calling the Cavalry: Special Purpose Directors in Times of Boardroom Stress
Over the last three decades, the demands placed on public company directors have increased exponentially. In addition to ordinary course audit committee, compensation committee, compliance and business oversight work, directors are now expected to animate the company’s sustainability programs, focus a keen eye on boardroom diversity and “refreshment,” understand cyber and other enterprise risks, and […]
Click here to read the complete post
Posted in Boards of Directors, Practitioner Publications
Tagged Audit committee, Board independence, Boards of Directors, Conflicts of interest, Controlling shareholders, Director compensation, Director nominations, Special committees
Comments Off on Calling the Cavalry: Special Purpose Directors in Times of Boardroom Stress