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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
Seven Venial Sins of Executive Compensation
Compensation disclosures have grown significantly over the last decade (mostly for the better), and they continue to evolve with the ongoing engagement between companies and shareholders. Certain compensation practices are known for raising investor concerns, leading to difficult conversations between investors and boards and higher levels of investor opposition of executive pay programs. But beyond […]
Click here to read the complete postThe Specter of the Giant Three
We recently posted on SSRN our study The Specter of the Giant Three. The study will be published in a Boston University Law Review symposium issue on institutional investors. Our study examines the substantial and continuing growth of the so-called “Big Three” index fund managers—BlackRock, Vanguard, and State Street Global Advisors. We show that there […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, HLS Research, Institutional Investors
Tagged BlackRock, Index funds, Institutional Investors, Shareholder voting, SSgA, Stewardship, Vanguard
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SEC Staff Roundtable on Short-Term/Long-Term Management of Public Companies, Our Periodic Reporting System and Regulatory Requirements
Our capital markets benefit from a level of retail investor participation that is unparalleled among the world’s large industrialized countries. Our Main Street investors who, day in and day out, put their hard-earned money to work for the long term are the reason why we have the deepest, most dynamic and most liquid capital markets […]
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Posted in Practitioner Publications
Tagged Financial reporting, Investor protection, Long-Term value, Retail investors, SEC, Securities regulation, Short-termism
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SEC Guidance on Auditor Independence
In remarks made in December 2018, the Securities and Exchange Commission’s (SEC) Chief Accountant Wesley Bricker reaffirmed that auditor independence remains one of the SEC’s areas of focus. Consultations with the SEC about specific auditor independence questions influence the staff’s recommendations to the commission regarding updating or expanding the independence rules and existing staff guidance, […]
Click here to read the complete postShare Buybacks Under Fire
Stock buybacks reached record levels in recent years, fueled in part by the 2017 tax cuts, shareholder activism, and record low borrowing costs. S&P 500 companies repurchased a record $770 billion in shares in 2018, and forecasts for 2019 are even higher, with companies expected to repurchase $940 billion—using almost a third of the aggregate […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation
Tagged Capital allocation, Disclosure, Long-Term value, Repurchases, Securities regulation, Short-termism
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Global Divestment Study
In their quest for greater value, C-suites across the globe face a myriad of forces affecting divestment plans—from shifting customer expectations, to technology-driven sector convergence, to ongoing shareholder pressure. Companies are streamlining operating models so that they can pivot more quickly in pursuit of new growth opportunities and stay competitive. In particular, they are using […]
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Posted in Accounting & Disclosure, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications, Private Equity
Tagged Divestitures, Institutional Investors, International governance, Long-Term value, Private equity, Shareholder activism, Shareholder value
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How Horizontal Shareholding Harms Our Economy—and Why Antitrust Law Can Fix It
In my initial Harvard Law Review article on horizontal shareholding, I showed that economic theory and two empirical studies of airline and banking markets indicated that high levels of horizontal shareholding in concentrated product markets can have anticompetitive effects. I argued that those anticompetitive effects could help explain longstanding economics puzzles, including executive compensation methods […]
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Posted in Academic Research, Empirical Research, Institutional Investors, International Corporate Governance & Regulation, Securities Regulation
Tagged Antitrust, Common ownership, Diversification, EU, Europe, Executive Compensation, Incentives, Index funds, Institutional Investors, International governance, Market efficiency, Ownership, Peer groups, Securities regulation, Shareholder voting, Sherman Act
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Unleashing the Power of Diversity Through Inclusive Leadership
The Slow Road to Diversity For decades, the legal profession has attempted to hire and recruit more diverse talent, yet progress has been slow. Although people of color (including those who identify as Asian, Black or African American, Hispanic, or Latinx) comprise a growing number of law firm associates, they remain significantly under-represented at higher […]
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Posted in Accounting & Disclosure, Practitioner Publications
Tagged Accountability, Diversity, Human capital, Management, Surveys
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Evaluating Corporate Compliance—DOJ Guidelines for Prosecutors
On April 30, 2019, Assistant Attorney General Brian A. Benczkowski announced the release of an updated version of the Criminal Division’s The Evaluation of Corporate Compliance Programs during a keynote address at the Ethics and Compliance Initiative 2019 Annual Impact Conference. This publication, which provides guidance to the Department of Justice’s (DOJ’s) white-collar prosecutors on their evaluation […]
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Posted in Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Compliance & ethics, Compliance and disclosure interpretation, DOJ, Due diligence, Merger litigation, Mergers & acquisitions, Oversight, Risk management, Securities fraud
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Fraudulent Transfer Claims Against Shareholders
The U.S. District Court for the Southern District of New York, on April 23, 2019, denied the litigation trustee’s motion for leave to file a sixth amended complaint that would have asserted constructive fraudulent transfer claims against 5,000 Tribune Company (“Tribune”) shareholders. In re Tribune Co. Fraudulent Conveyance Litigation, 2019 WL 1771786 (S.D.N.Y. Apr. 23, […]
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Posted in Banking & Financial Institutions, Court Cases, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Bankruptcy Code, Bankruptcy Code s.546, Financial institutions, Reporting regulation, Safe harbor, Securities fraud, Securities litigation, Settlements, Shareholder suits
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