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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
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 […]
Click here to read the complete postMandatory Arbitration and the Market for Reputation
Is mandatory arbitration of shareholder claims desirable? With the blessing of the Supreme Court, mandatory arbitration provisions with class action waivers have become common in contract, consumer, and labor law. Policymakers now consider importing this trend to corporate and securities laws as well. The existing debate centers around consent and compensation: Can shareholders be held […]
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Posted in Academic Research, Securities Litigation & Enforcement, Securities Regulation
Tagged Arbitration, Class actions, Information environment, Public perception, Reputation, Securities litigation, Securities regulation, Shareholder suits
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New Scrutiny for NDAs in Sexual Harassment Matters
Legal and regulatory scrutiny regarding the use of non-disclosure agreements by companies to resolve allegations of sexual harassment and misconduct continues to increase in the wake of the #MeToo movement. Such scrutiny featured prominently this month in two high-profile sexual harassment matters: the Wynn Resorts investigation and the various legal proceedings following the allegations against […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement
Tagged #MeToo, Boards of Directors, Disclosure, International governance, Management, Misconduct, Non-disclosure agreements, Settlements, Shareholder suits, UK
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Bebchuk & Hirst Study of Index Funds Wins European Corporate Governance Institute Prize
The European Corporate Governance Institute (ECGI) has announced that its 2019 prize for best working paper in law will be awarded to a paper by Lucian Bebchuk and Scott Hirst, Index Funds and the Future of Corporate Governance: Theory, Evidence, and Policy. The ECGI’s Cleary Gottlieb Steen Hamilton Prize is awarded for the best paper in the […]
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Posted in Academic Research, HLS Research, Program News & Events
Tagged ECGI Institute, Index funds, Institutional Investors, Long-Term value, Mutual funds, Program on Corporate Governance, Shareholder activism, Shareholder value, Stewardship
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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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