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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 Perils of Lyft’s Dual-Class Structure
Lyft, Inc. (“Lyft”) went public on March 29, 2019, with a dual-class structure in a well-subscribed IPO valuating it at over $23 billion. This post focuses on the governance costs and risks that Lyft’s public investors should expect to face down the road. Our analysis builds on our earlier research work on multiclass structures, including The […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, HLS Research
Tagged Boards of Directors, Capital structure, Controlling shareholders, Dual-class stock, IPOs, Lyft, Management, Minority shareholders, Shareholder voting, Tech companies
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Driving Diversity and Inclusion—the Role for Chairs and CEOs
The case for diversity in corporate leadership has never been stronger. To learn more, Russell Reynolds Associates spoke to nearly 60 directors and senior executives at large global companies across 10 countries who have helped foster change in their organizations. They consistently emphasized the critical role that the chair and CEO play in driving diversity […]
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Posted in Boards of Directors, Practitioner Publications
Tagged Board composition, Board dynamics, Board oversight, Board performance, Boards of Directors, Diversity, Management
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Remarks at the 29th International Institute for Securities Market Growth and Development
Thank you, Erin [McCartney], for that warm introduction. Welcome to the SEC’s 29th Annual International Institute for Securities Market Growth and Development. Thank you for being our guests over the next two weeks. It is our honor to host 186 delegates from 69 countries this year. I know that many of you traveled long distances […]
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Posted in International Corporate Governance & Regulation, Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Capital formation, Financial technology, International governance, Investor protection, SEC, SEC enforcement, Securities enforcement, Securities fraud, Securities regulation
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The Politics of CEOs
We have recently placed on SSRN a new study, The Politics of CEOs. The study, which was the subject of a recent New York Times column by Andrew Ross Sorkin last week, presents novel empirical evidence on the partisan leanings of public-company CEOs. We also discuss the policy implications of our findings. Chief executive officers […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, HLS Research
Tagged Citizens United v. FEC, Disclosure, Management, Manager characteristics, Political spending, Shareholder value, Voluntary Disclosure
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The SEC and Self-Reporting of Financial Conflicts of Interest
Initial results of the SEC’s Share Class Disclosure Initiative indicate a heightened focus on disclosures made to retail investors and consequences for any failure to self-report. On February 12, 2018, the U.S. Securities and Exchange Commission launched its “Share Class Selection Disclosure Initiative” (“SCSDI”), which provided incentives to investment advisers to self-report violations of the federal securities […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Broker-dealers, Conflicts of interest, Disclosure, Investment advisers, Investor protection, Mutual funds, Reporting regulation, Retail investors, SEC, SEC enforcement
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Proxy Preview 2019
Proponents have filed at least 386 shareholder resolutions on environmental, social and sustainability issues for the 2019 proxy season, Environmental, Social & Sustainability Resolutions with 303 still pending as of February 15. Securities and Exchange Commission (SEC) staff have allowed the omission of only six proposals so far in the face of company challenges, far […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Corporate Social Responsibility, Diversity, Environmental disclosure, ESG, Proxy voting, Risk assessment, Risk oversight, SEC, Securities regulation, Shareholder proposals, Shareholder voting, Sustainability
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Mandatory Arbitration Shareholder Proposal Goes to Court
You might remember this no-action letter to Johnson & Johnson granting relief to the company if it relied on Rule 14a-8(i)(2) (violation of law) to exclude a shareholder proposal requesting adoption of mandatory shareholder arbitration bylaws. (See this PubCo post.) In that letter, the staff relied on an opinion from the Attorney General of the […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Arbitration, Charter & bylaws, Class actions, No-action letters, Rule 14a-8, SEC, Securities litigation, Securities regulation, Shareholder proposals, State law
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Mutant Q—Foundational Studies on Entrenchment, Staggered Boards, and Activism
“If your experiment needs statistics, you ought to have done a better experiment.” — Ernest Rutherford Sometimes you need to get into the fundamentals to understand if your belief system is sound. In corporate governance literature of the last two decades, there is no more fundamental concept than Tobin’s Q, which legions of law professors […]
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