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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
Aiming Toward the Future
I. Introduction Thank you, Dean Huss, for the kind introduction. I’m grateful for the opportunity to visit Baruch College’s Zicklin School of Business and speak at the annual financial reporting conference for the fourth time. Many students who were starting their collegiate work here when I first spoke at this conference are now members of […]
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Posted in Accounting & Disclosure, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Accounting, Accounting standards, Audits, Financial reporting, Financial technology, GAAP, SEC, Securities regulation
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When Dual-Class Stock Met Corporate Spin-Offs
A corporate spin-off creates a new spun-off public company (“SpinCo”) by distributing the new company’s stock to the shareholders of a parent company (“ParentCo”) in the form of dividends proportional to their stock ownership. In this process of dividing one company into two or more stand-alone companies, the corporate spin-off offers potentially unchecked discretion for […]
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Posted in Academic Research, Corporate Elections & Voting, Mergers & Acquisitions
Tagged Agency costs, Agency model, Dividends, Dual-class stock, IPO Spinning, IPOs, Management, Mergers & acquisitions, Reorganizations, Shareholder voting, Spinoffs
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Weekly Roundup: April 26–May 2, 2019
The SEC’s Current End Game on Proxy Advisory Firms Posted by Cydney Posner, Cooley LLP, on Friday, April 26, 2019 Tags: Institutional Investors, Proxy advisors, Proxy voting, SEC, SEC rulemaking, Securities regulation, Shareholder voting 2019 Compensation Committee Guide Posted by Jeannemarie O’Brien, David Kahan, and Michael Schobel, Wachtell, Lipton, Rosen & Katz, on Friday, April 26, 2019 Tags: Boards of Directors, Compensation committees, Executive Compensation, Incentives, Institutional Investors, Management, Proxy advisors, Section […]
Click here to read the complete postIndividual Autonomy in Corporate Law
What is a corporation? The field of corporate law is riven with competing visions of the corporate form. The task of defining the corporation is particularly challenging today, when the state has largely ceded to private parties the task of establishing rights and duties among the corporation and its various stakeholders. Under this “contractarian” approach, […]
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Posted in Academic Research, Court Cases, Securities Litigation & Enforcement, Securities Regulation
Tagged Corporate forms, Corporate veil, Efficiency, Fiduciary duties, Private ordering
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Accounting Class Actions Filings and Settlements—2018 Review and Analysis
Executive Summary Securities class action filings involving accounting allegations remained at uncharacteristically high levels as the trend of core filings against larger defendant firms continued. The total value of accounting class action settlements rebounded to the second-highest level in the last 10 years, with all five mega settlements involving an accounting allegation. There were 143 […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement
Tagged Accounting, Accounting standards, Class actions, Financial reporting, GAAP, Restatements, Securities litigation, Settlements
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What we do. How we do it. Why it matters: Vanguard’s Investment Stewardship Commentary
As the industry’s only mutually owned investment company, Vanguard takes seriously its responsibility to represent the interests of the more than 20 million people who invest in Vanguard funds. As more investors have flocked to Vanguard and especially to the index funds pioneered by its founder, the late John C. Bogle, we have grown only […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Engagement, ESG, Index funds, Institutional Investors, Long-Term value, Shareholder voting, Stewardship, Vanguard
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The Compensation Committee Agenda for 2019
Pearl Meyer’s annual “Top Five” publication provides a roadmap for boards that are seeking to get ahead of emerging issues. More than ever, we are seeing the compensation committee’s scope of influence expand, while much attention is being paid to how directors themselves are compensated. Measuring and rewarding performance—both financial and non-financial—based on the specific […]
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Posted in Boards of Directors, Executive Compensation, Practitioner Publications
Tagged Accounting, Boards of Directors, Director compensation, Executive Compensation, Firm performance, Incentives, Pay for performance, TSR
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The Perennial Quest for Board Independence: Artificial Intelligence to the Rescue?
The question of the ideal composition of company boards is unlikely to have the perfect answer. While the need for independent directors was emphasized in the early nineties and continues to be emphasized even today, additional new ideas have crept in. The idea of board diversity and especially gender diversity has become popular in recent […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation
Tagged Agency costs, Agency model, Artificial intelligence, Board composition, Board oversight, Boards of Directors, Financial technology, Oversight
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Proposed Changes for the Federal Reserve’s Control Analysis
On April 23, 2019, the Federal Reserve Board (the “Board”) released for public comment proposed changes to its longstanding positions on the exercise of controlling influence under the Bank Holding Company Act of 1956, as amended (the “BHC Act”) (the “Proposal”). The Proposal holds promise for simplification of structures and promoting investment activity in the […]
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Posted in Banking & Financial Institutions, Boards of Directors, Corporate Elections & Voting, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Bank boards, Bank Holding Company Act, Banks, Boards of Directors, Change in control, Controlling shareholders, Federal Reserve, Financial regulation, Shareholder voting
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Gender Diversity in Silicon Valley
Fenwick & West has released its updated study about gender diversity on boards and executive management teams of companies in the technology and life science companies included in the Silicon Valley 150 Index and very large public companies included in the Standard & Poor’s 100 Index. The Fenwick Gender Diversity Survey uses 23 years of data to […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged Board composition, Boards of Directors, California, Disclosure, Diversity, Management, State law, Tech companies
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