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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
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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Are Share Buybacks a Symptom of Managerial Short-Termism?
Introduction Corporate share buybacks (also known as repurchases) have been somewhat controversial for many years, but have taken on even greater significance following the corporate tax cuts passed in 2017 and implemented in 2018. It is estimated that buybacks reached $1 trillion in 2018, likely fueled by extra cash resulting from the tax cuts. Buybacks […]
Click here to read the complete postRoe’s Short-Termism Work Selected as Top Corporate and Securities Law Article
The Corporate Practice Commentator announced earlier this month the list of the Ten Best Corporate and Securities Articles selected by an annual poll of corporate and securities law academics. The list includes an article from Harvard Law School Professor Mark Roe, Stock Market Short-Termism’s Impact, 167 U. Pa. L. Rev. 71-121 (2018) (available here and discussed […]
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Posted in Academic Research, HLS Research, Institutional Investors, Program News & Events
Tagged Capital expenditures, Firm performance, Institutional Investors, Long-Term value, R&D, Repurchases, Shareholder activism, Short-termism
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Reasons for “Male and Pale” Boards
Here is the lede from this WSJ article: “A stubborn paradox reigns across U.S. boardrooms: Companies are appointing more women to board seats than ever, yet the overall share of female directors is barely budging.” In comments to the WSJ, the managing director for corporate governance research at the Conference Board indicated that, in “the […]
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Posted in Boards of Directors, Institutional Investors, Practitioner Publications
Tagged Board composition, Board turnover, Boards of Directors, Director nominations, Diversity, Institutional Investors, Staggered boards, Succession
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Educating Investors Through Leading Questions
Bias in the world of politics has spread to proxy voting controversies. A recent paper by the Spectrem Group purports to be “providing a voice to retail investors on the proxy advisory industry” by employing a survey, which seeks to “educate” respondents through leading questions. The report’s catchy title is Exile of Main Street: Providing a […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Disclosure, Institutional Investors, Proxy advisors, Proxy voting, Retail investors, Shareholder proposals, Shareholder value, Shareholder voting
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Weekly Roundup: May 10–16, 2019
Statement on Proposed Amendments to Sarbanes Oxley 404(b) Accelerated Filer Definition Posted by Robert J. Jackson, Jr., U.S. Securities and Exchange Commission, on Friday, May 10, 2019 Tags: Audits, Enron, Internal control, Sarbanes–Oxley Act, SEC, SEC enforcement, Securities enforcement, Securities regulation, SOX Section 404 E&S Oversight in Europe Posted by Martin Garcia Mortell and Cian Whelan, Glass, Lewis & Co., on Saturday, May 11, 2019 Tags: Board […]
Click here to read the complete postPaying for “The Right” Performance
What makes a company successful? Stock price growth? Meeting the business plan? Beating external expectations? Long-term stability? Companies must consider success across multiple fronts, and boards of directors play a role in defining success by working with management to set the strategic plan and by overseeing how the company progresses toward the achievement of the […]
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A “Draft Review” as a Safeguard on Proxy Advisors
I am writing on behalf of the National Investor Relations Institute (NIRI) to offer additional comments on proxy advisory firms. Founded in 1969, NIRI is the professional association of corporate officers and investor relations consultants responsible for communication among corporate management, shareholders, securities analysts, and other financial community constituents. Our more than 3,300 members represent […]
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