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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
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 […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged #MeToo, Board oversight, Boards of Directors, Cybersecurity, Human capital, Management, Misconduct, Risk, Risk management
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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 […]
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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
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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 […]
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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
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Critical Audit Matters—What to Expect
The January 2019 edition of On the board’s agenda—The 2019 boardroom agenda: Something old, something new? suggested that the coming change in audit reports related to “critical audit matters” or “CAMs” would be one of the top issues of board and audit committee focus this year. Audit reports for large accelerated filers will include a […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged Accounting, Audits, Boards of Directors, Disclosure, External auditors, Internal auditors, Oversight
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Entry Competition in Takeover Auctions
In our recent article titled, Entry and Competition in Takeover Auctions, just published in the Journal of Financial Economics, we investigate how the choice of sale mechanism affects fair value in corporate M&A transactions. In the past, negotiated sale prices were readily accepted as reliable evidence of a seller’s fair value (i.e., the highest reasonably-expected […]
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Posted in Comparative Corporate Governance & Regulation, Empirical Research, Mergers & Acquisitions
Tagged Appraisal rights, Bidders, Boards of Directors, Delaware law, Fairness review, Go-shop, Merger litigation, Mergers & acquisitions, Revlon, Shareholder suits
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Corporate Board Practices in the S&P 500 and Russell 3000: 2019 Edition
According to a new report by The Conference Board and ESG data analytics firm ESGAUGE, in their 2018 SEC filings 50 percent of Russell 3000 companies and 43 percent of S&P 500 companies disclosed no change in the composition of their board of directors. More specifically, they neither added a new member to the board […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Board composition, Board dynamics, Board tenure, Boards of Directors, Director qualifications, ESG, Proxy access, Shareholder voting, Staggered boards
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Update on U.S. Director Pay
In recent years, non-executive director compensation has received attention in the U.S. Increased board workloads, shifts in director compensation structure (away from meeting fees and towards slightly larger base retainers, for instance), a few instances of shareholder litigation in relation to excessive director pay, and a few voluntary submissions of management proposals asking for shareholder […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Executive Compensation, Practitioner Publications
Tagged Boards of Directors, Director compensation, Equity-based compensation, Executive Compensation, Incentives, Long-Term value, Ownership, Pay for performance, Peer groups, Surveys
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Coordinating Governance and Stewardship Between Institutional Investors and Asset Managers
The decision by Vanguard to grant proxy voting responsibilities to the external managers of certain Vanguard funds is a road map for the stewardship and proxy voting relationship between institutional investors, such as pension funds and endowments, and the external asset managers they employ. In announcing its decision, Vanguard said: We believe proxy voting is a […]
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Posted in Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Asset management, Fund managers, Institutional Investors, Long-Term value, Proxy voting, Shareholder activism, Shareholder value, Stewardship, Vanguard
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Stress Testing the Banking Agencies
One of the major regulatory innovations that has emerged over the decade following the financial crisis is the development of regulatory stress tests for large financial institutions. Within the past few years, however, the role of stress tests has come under attack from a wave of reforms which call for the current programs to be […]
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Posted in Academic Research, Banking & Financial Institutions, Financial Regulation
Tagged Banks, Dodd-Frank Act, Financial institutions, Financial regulation, Liquidity, Stress tests, Systemic risk
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