-
Supported By:
Subscribe or Follow
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
The New Paradigm and the EU Shareholder Rights Directive II
As was noted in The New Paradigm: A Roadmap for an Implicit Corporate Governance Partnership Between Corporations and Investors to Achieve Sustainable Long-Term Investment and Growth, the then draft of the EU Shareholder Rights Directive II (SRDII) was one of the many corporate governance laws, regulations, guidelines and principles that were considered in creating The […]
Click here to read the complete post
Posted in Comparative Corporate Governance & Regulation, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Accountability, Asset management, ESG, EU, Europe, Index funds, Institutional Investors, International governance, Management, Shareholder rights
Comments Off on The New Paradigm and the EU Shareholder Rights Directive II
E&S Oversight in Europe
Introduction While the progress of integrating environmental and social (“E&S”) factors into the corporate governance activities and reporting of publicly listed entities faces sudden and significant headwinds in much of the world, the EU is increasingly turning words into action. Partly in response to developments in this area, Glass Lewis have codified our approach to […]
Click here to read the complete post
Posted in Accounting & Disclosure, Boards of Directors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Board oversight, Boards of Directors, Disclosure, ESG, EU, Europe, International governance, UK
Comments Off on E&S Oversight in Europe
Statement on Proposed Amendments to Sarbanes Oxley 404(b) Accelerated Filer Definition
Thank you, Mr. Chairman, and thank you to the Staff in the Division of Corporation Finance, including John Fieldsend, Elizabeth Murphy, Felicia Kung, Lindsay McCord, and Director Bill Hinman, for their work in developing today’s release. I also appreciate the efforts of my colleagues in the Division of Economic and Risk Analysis, especially Director SP […]
Click here to read the complete post
Posted in Accounting & Disclosure, Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Audits, Enron, Internal control, Sarbanes–Oxley Act, SEC, SEC enforcement, Securities enforcement, Securities regulation, SOX Section 404
Comments Off on Statement on Proposed Amendments to Sarbanes Oxley 404(b) Accelerated Filer Definition
Weekly Roundup: May 3–9, 2019
When Dual-Class Stock Met Corporate Spin-Offs Posted by Geeyoung Min (Columbia Law School) and Young Ran (Christine) Kim (University of Utah), on Friday, May 3, 2019 Tags: Agency costs, Agency model, Dividends, Dual-class stock, IPO Spinning, IPOs, Management, Mergers & acquisitions, Reorganizations, Shareholder voting, Spinoffs Aiming Toward the Future Posted by Tami Groswald-Ozery, Harvard Law School, on Friday, May 3, 2019 Tags: Accounting, Accounting standards, Audits, Financial reporting, Financial technology, GAAP, SEC, Securities regulation Statement on […]
Click here to read the complete postStatement at Open Meeting on Proposed Amendments to Sarbanes Oxley 404(b) Accelerated Filer Definition
Good morning. This is an open meeting of the U.S. Securities and Exchange Commission, under the Government in the Sunshine Act. Our only item on the agenda today is a recommendation from the Division of Corporation Finance to propose amendments to the definitions of “accelerated filer” and “large accelerated filer.” Once again, the measured, thoughtful […]
Click here to read the complete post
Posted in Accounting & Disclosure, Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Accounting, Audits, Financial reporting, Internal control, JOBS Act, Sarbanes–Oxley Act, Small firms, SOX Section 404
Comments Off on Statement at Open Meeting on Proposed Amendments to Sarbanes Oxley 404(b) Accelerated Filer Definition
Aruba and the Flawed Corporate Finance of Dell and DFC Global
The Delaware Supreme Court’s recent opinion in Verition Partners v. Aruba Networks marks the Court’s first tentative steps to make sense of DFC Global and Dell, the Court’s major rulings on the appraisal remedy from 2017. The two opinions, strewn with conflicting asides and observations, were equal parts momentous and muddled. Their problems run deeper, […]
Click here to read the complete post
Posted in Academic Research, Court Cases, Mergers & Acquisitions, Securities Litigation & Enforcement
Tagged Delaware articles, Delaware cases, Delaware law, Fair values, In re Appraisal of Dell, In re Appraisal of DFC Global, Information environment, Market efficiency, Merger litigation, Mergers & acquisitions
Comments Off on Aruba and the Flawed Corporate Finance of Dell and DFC Global
Cyber Lessons and #MeToo Risk
Five years ago, when the reality of the cyber security threat began reaching the boardroom and audit and risk committees, only 15 percent of directors felt “very confident” their board oversaw cyber risk adequately. Today, cyber security preparedness and investments are front and center for directors. Increasingly, they are overseeing cyber security as a function […]
Click here to read the complete post
Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged #MeToo, Board oversight, Boards of Directors, Cybersecurity, Human capital, Management, Misconduct, Risk, Risk management
Comments Off on Cyber Lessons and #MeToo Risk
Testimony Before the Financial Services and General Government Subcommittee of the U.S. Senate Committee on Appropriations
Chairman Kennedy, Ranking Member Coons and Senators of the Subcommittee, thank you for the opportunity to testify today on the President’s fiscal year (FY) 2020 budget request for the U.S. Securities and Exchange Commission (SEC). It is an honor to appear before this Subcommittee again with my colleague, U.S. Commodity Futures Trading Commission (CFTC) Chairman […]
Click here to read the complete post
Posted in Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Broker-dealers, Capital formation, Cybersecurity, Human capital, Investor protection, Retail investors, SEC, Securities enforcement, Securities regulation, US Senate
Comments Off on Testimony Before the Financial Services and General Government Subcommittee of the U.S. Senate Committee on Appropriations
Putting Companies in the Driver’s Seat to Enhance ESG Reporting
ESG. It’s one of the fastest growing areas of investment today. Representing 1-in-4 of every dollar that is professionally managed, sustainable investing is being integrated into portfolios at 17% each year. And yet, for all the investor interest and excitement around ESG, companies struggle to understand what information to report, how to report it, and […]
Click here to read the complete postThe Effect of Minority Veto Rights on Controller Tunneling
Most public firms around the world have a controlling shareholder (“controller”). In these firms, a key governance objective is to protect minority shareholders from controller tunneling. Standard tools—independent director approval for related-party transactions and the duty of loyalty—are often insufficient. Independent directors typically serve at the pleasure of the controller, undermining their objectivity (Bebchuk and […]
Click here to read the complete post
Posted in Academic Research, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Empirical Research, Executive Compensation, HLS Research, International Corporate Governance & Regulation
Tagged Board independence, Boards of Directors, Controlling shareholders, Executive Compensation, International governance, Israel, Minority shareholders, Shareholder voting, Tunneling
Comments Off on The Effect of Minority Veto Rights on Controller Tunneling