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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
Board Diversity by Term Limits?
Gender diversity in the U.S. corporate world is shockingly low. As The New York Times reported, fewer women run large corporations than CEOs named John. Boardrooms also lack diversity. While 86% of directors participating in PwC’s annual director survey stated they felt that women should comprise between 21% and 50% of the board, only 28% […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Empirical Research, Institutional Investors
Tagged Board composition, Board tenure, Board turnover, Boards of Directors, Diversity, Institutional Investors, Term limits
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New DOJ Compliance Program Guidance
On April 30, 2019, the Department of Justice (DOJ) Criminal Division published new guidance for corporate compliance programs. The new guidance (Updated Compliance Guidance) updates a prior guidance document providing factors that prosecutors should consider when evaluating the effectiveness of compliance programs for determining how to prosecute or resolve corporate criminal enforcement actions. Compliance program […]
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Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Practitioner Publications, Securities Litigation & Enforcement
Tagged Compliance & ethics, Compliance and disclosure interpretation, DOJ, Due diligence, Mergers & acquisitions, Misconduct, Risk assessment, SEC enforcement, Securities fraud
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Ten Years of Say-on-Pay Data
We researched 10 years of say-on-pay proxy advisory recommendations and results to understand how common it has been for a company to receive an “Against” vote recommendation or low say-on-pay support in a given year. The results are illuminating; more than 40% of Russell 3000 companies have received an “Against” vote recommendation from ISS, and […]
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Posted in Boards of Directors, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Compensation committees, Engagement, Executive Compensation, Institutional Investors, Management, Proxy advisors, Say on pay, Shareholder voting, TARP
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A New Era of Extraterritorial SEC Enforcement Actions
In a recent decision, U.S. Securities and Exchange Commission v. Scoville, the United States Court of Appeals for the Tenth Circuit became the first Circuit Court to opine on the scope of the SEC’s extraterritorial enforcement authority under the Dodd-Frank Act. Departing from the United States Supreme Court’s 2010 opinion in Morrison v. National Australia […]
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Posted in Accounting & Disclosure, Court Cases, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Extraterritoriality, SEC, SEC enforcement, Section 10(b), Section 17(a), Securities Act, Securities regulation, U.S. federal courts
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Will the Long-Term Stock Exchange Make a Difference?
Many have recently lamented the decline in the number of IPOs and public companies generally (about half the number since the boom in 1996), and numerous reasons have been offered in explanation, from regulatory burden to hedge-fund activism. (See this PubCo post and this PubCo post.) In response, some companies are exploring different approaches to going public, leading […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation
Tagged Capital formation, Capital markets, Dual-class stock, Financial reporting, IPOs, Long-Term value, Public firms, Securities regulation, Short-termism
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French Legislation on Corporate Purpose
The French Civil Code provides as a general principle that every company must have a lawful corporate purpose and be constituted in the common interest of its partners. These provisions, which are applicable to all forms of partnership or public or private corporations, have been supplemented by the so-called “Pacte Statute” on the Development and […]
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Posted in Accounting & Disclosure, International Corporate Governance & Regulation, Practitioner Publications
Tagged ESG, EU, France, International governance
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Board Development and Director Succession Planning in the Age of Shareholder Activism, Engagement and Stewardship
The intensifying spotlight turned on boards of directors and management teams by investors prompts a fresh look at how public companies approach board development, director succession planning and refreshment in advance of an activist attack, shareholder unrest or a crisis that results in heightened scrutiny. As the New Paradigm of corporate governance takes hold, the […]
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Posted in Boards of Directors, Institutional Investors, Practitioner Publications
Tagged Board composition, Board performance, Board tenure, Boards of Directors, Corporate culture, Director qualifications, Diversity, Engagement, Institutional Investors, Long-Term value
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Blurred Lines: Government Involvement in Corporate Internal Investigations and Implications for Individual Accountability
[In May 2019], Chief Judge Colleen McMahon of the US District Court for the Southern District of New York (SDNY) issued an opinion that could have significant implications for how companies cooperate in Government investigations. Following a trial, Defendant Gavin Black was convicted of wire fraud and conspiracy to commit wire fraud and bank fraud […]
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Posted in Banking & Financial Institutions, Court Cases, Financial Regulation, Practitioner Publications, Securities Litigation & Enforcement
Tagged Banks, Deutsche Bank, DOJ, Financial institutions, Financial regulation, LIBOR, Securities enforcement, U.S. federal courts
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Weekly Roundup: May 31–June 6, 2019
The Never-Ending Quest for Shareholder Rights: Special Meetings and Written Consent Posted by Emiliano Catan and Marcel Kahan (New York University), on Friday, May 31, 2019 Tags: Agency costs, Boards of Directors, Classified boards, Shareholder activism, Shareholder voting, Staggered boards, Written consent Rulemaking Petition on Non-GAAP Financials in Proxy Statements Posted by Ken Bertsch & Jeffrey Mahoney, Council of Institutional Investors, on Friday, May […]
Click here to read the complete postKeynote Remarks at the Mid-Atlantic Regional Conference
Thank you, Jeff [Boujoukos], for that kind introduction. I am pleased to have the opportunity to speak with the SEC’s federal and state partners in my home town of Philadelphia. Thank you to the Philadelphia Regional Office for organizing this terrific event. Before I start, let me remind you that the views I express today […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Investor protection, OCIE, SEC, SEC enforcement, Securities enforcement, Securities regulation
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