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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
Bankruptcy as Bailout: Coal Company Insolvency and the Erosion of Federal Law
Almost half of all the coal produced in the United States is mined by companies that have recently gone bankrupt. As we explain in a recent article in the Stanford Law Review, those bankruptcy proceedings have undermined federal environmental and labor laws. In particular, coal companies have used the Bankruptcy Code to evade congressionally imposed […]
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Posted in Academic Research, Bankruptcy & Financial Distress, Comparative Corporate Governance & Regulation, Corporate Social Responsibility, Empirical Research
Tagged Agency costs, Bankruptcy, Corporate liability, Debt, Debtor-creditor law, Environmental disclosure, ESG, Incentives, Liquidation, Public interest, Reorganizations, Securities regulation, Spinoffs
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ESG in Money Markets
Environmental, social and governance (ESG) factors significantly influence the sustainability of returns in all asset classes, and cash management plays a critical role in a fully developed investment portfolio. Data limitations, regulatory constraints and logistical challenges related to portfolio construction and collateral analysis make it difficult to apply ESG scoring to money market funds. State […]
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Posted in Accounting & Disclosure, Institutional Investors, Practitioner Publications
Tagged Asset management, Climate change, Environmental disclosure, ESG, Institutional Investors, Money market funds, Mutual funds, Risk, SASB, Sustainability
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Simplified Disclosure for Acquisitions and Dispositions
On May 3 the SEC proposed amendments to the financial disclosure requirements relating to acquisitions and dispositions of businesses. The proposed amendments are intended to reduce the costs and complexity of required financial disclosure and should reduce the circumstances under which financial statements for acquired businesses need to be filed. The SEC previously requested comment […]
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Posted in Accounting & Disclosure, Mergers & Acquisitions, Practitioner Publications, Securities Regulation
Tagged Accounting, Acquisitions, Disclosure, Financial reporting, Mergers & acquisitions, Regulation S-X, SEC, Securities regulation
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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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