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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
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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Short-Term Investors, Long-Term Investments, and Firm Value: Evidence from Russell 2000 Index Inclusions
Survey evidence documents that many executives are willing to take short-term actions that are detrimental to long-term firm value, such as cutting long-term investment, in response to short-term pressures by investors. (See Graham, John R., Campbell R. Harvey, and Shiva Rajgopal, 2005, The economic implications of corporate financial reporting, Journal of Accounting and Economics 40, […]
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Posted in Academic Research, Accounting & Disclosure, Executive Compensation, Institutional Investors
Tagged Capital allocation, Executive Compensation, Firm valuation, Incentives, Index funds, Institutional Investors, Investor horizons, Long-Term value, Ownership, R&D, Short-termism
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Recent Trends in Off-Shore Targeted US Class Actions
Despite being headquartered abroad—and in some cases having a minimal connection with the United States—companies based outside the U.S. have still become targets in securities class actions filed in the U.S., even when the crux of the allegations occurs outside the country. Although 2018 saw a slight decrease in securities class action litigation on the […]
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Posted in Court Cases, International Corporate Governance & Regulation, Practitioner Publications, Securities Litigation & Enforcement
Tagged Canada, China, Class actions, International governance, Ireland, Merger litigation, Securities fraud, Securities litigation
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Realizable Pay: Insights into Performance Alignment
How much compensation does a CEO really end up with? It’s a tough question to answer—the summary compensation table is often cited as what the CEO is paid, but the ultimate value that an executive realized from those grants can differ significantly from the amounts disclosed. For years, companies have recognized this potential discrepancy; since […]
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There are a variety of accepted understandings—both within industry and academic scholarship—about what is necessary for the creation of an effective compliance program. However, when one considers the many significant compliance failures—think Wells Fargo’s fraudulently opened accounts or General Motors’s faulty ignition switch—that continue to occur despite the adoption of increasingly sophisticated internal compliance programs, […]
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Posted in Academic Research, Accounting & Disclosure, Comparative Corporate Governance & Regulation
Tagged Compliance & ethics, Compliance officer, Corporate crime, Information asymmetries, Information environment, Misconduct, Oversight
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Economic Value Added: What Companies Should Know
Institutional Shareholder Services (ISS) is adding Economic Value Added (EVA) metrics in its proxy research reports this year, which is causing many companies to wonder: What is EVA? Why is ISS interested in EVA, and how will it be used? And what should boards and management do about it? What is EVA? Simply put, EVA […]
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Posted in Accounting & Disclosure, Comparative Corporate Governance & Regulation, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Capital allocation, Executive Compensation, Firm performance, Incentives, Institutional Shareholder Services Inc., ISS, Pay for performance, Proxy advisors, Say on pay, Shareholder value, TSR
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Engaging With Your Investors
In addition to traditional Investor Relations roadshows focused on financial performance, companies and boards are now expected to conduct governance and sustainability roadshows that reach out to institutional stewardship teams as well as portfolio managers. For issuers, these engagements require the commitment of significant resources internally, including valuable board time. For investors, the expansion of […]
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Posted in Accounting & Disclosure, Boards of Directors, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Engagement, ESG, Institutional Investors, Long-Term value, Stewardship
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The SEC’s Position on Digital Assets
On April 3, 2019, the Strategic Hub for Innovation and Financial Technology (“FinHub”) of the U.S. Securities and Exchange Commission (“SEC”) published two pieces of guidance on when a blockchain-enabled digital asset will, or will not, be considered a security. The first piece of guidance (the “TKJ No-Action Letter”) was a no-action letter issued by […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Cryptocurrency, Financial technology, Howey test, ICOs, SEC, Securities enforcement, Securities regulation
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