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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
Director Onboarding and the Foundations of Respect
Increased demands on public company directors have created significant challenges for corporate boards. Qualified individuals are serving on fewer boards, as directors and corporate executives face increasing constraints on their public company board service. There is a need for new independent director candidates, and there is also a steep learning curve for incoming directors, particularly […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Practitioner Publications
Tagged Board composition, Board dynamics, Board performance, Board turnover, Boards of Directors, Diversity, Outside directors
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Weekly Roundup: March 22-28, 2019
Activist CEOs Speak Out—Is There a Way to Do it Better? Posted by Cydney Posner, Cooley LLP, on Friday, March 22, 2019 Tags: Corporate Social Responsibility, ESG, Management, Public perception, Reputation New Developments in Shareholders’ Gender Pay Gap Proposals Posted by Ryan Resch and Ruby Tewani, Willis Towers Watson, on Friday, March 22, 2019 Tags: Boards of Directors, Compensation committees, Compensation disclosure, Compensation ratios, Diversity, ESG, Executive Compensation, Management, Shareholder proposals, UK […]
Click here to read the complete postRemarks to the SEC Investor Advisory Committee
Thank you, Anne (Sheehan). Good morning everyone. It’s good to see everyone again, particularly as the last time we all met in person was in December of last year. I was glad to be able to participate with Commissioner Roisman on a call with members of the Committee last month, where among other things we […]
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Posted in Accounting & Disclosure, Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Capital allocation, Compensation disclosure, Compensation guidelines, Disclosure, Human capital, Investor protection, Securities regulation, Transparency
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Crisis Resilience and the Board—Taking Risk Oversight to the Next Level
Companies seek to anticipate and avoid or proactively mitigate crises that pose risk to their business. As part of their oversight responsibility, boards seek to assist management in carrying out these responsibilities. However, no matter how prepared a company is, and regardless of the levels of management attentiveness and board oversight, crises will happen; they […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged Board oversight, Board performance, Boards of Directors, Corporate culture, Oversight, Risk management, Risk oversight
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Tulips, Oranges, Worms, and Coins—Virtual, Digital, or Crypto Currency and the Securities Laws
The securities laws contain a broad definition of what constitutes a security. Finding a security to exist triggers many regulatory provisions of the securities laws. There is considerable case law interpreting the now well-developed test for what constitutes an “investment contract” leading to the finding that a security exists. However, to date, there is relatively […]
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Posted in Academic Research, Securities Litigation & Enforcement, Securities Regulation
Tagged Asset bubbles, Bitcoin, Contracts, Cryptocurrency, Financial technology, Howey test, ICOs, SEC, SEC enforcement, Securities Act, Securities regulation, State law
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Wake up the Raiders: Considerations for Private Equity Going Activist
What do you do when valuations reach record-high levels, but you have trillions of dollars to spend amid increased competition? The challenge of an “inverse proportion” of dry powder (rising) to attractive deal opportunities (declining) is driving private equity professionals to consider emulating the tactics of shareholder activists in order to generate good returns for […]
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Posted in Corporate Elections & Voting, Practitioner Publications, Private Equity
Tagged Hedge funds, Private equity, Proxy contests, Shareholder activism, Shareholder value, Shareholder voting, Target firms
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2019 Proxy Voting and Engagement Guidelines: North America
State Street Global Advisors recently released their 2019 proxy voting and engagement guidelines. The guidelines consist of the 2019 Global Proxy Voting and Engagement Principles and six market specific proxy voting and engagement guidelines, including the North American guideline reproduced below. The guidelines are supplemented by the 2019 Global Proxy Voting and Engagement Guidelines for […]
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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Antitakeover, Boards of Directors, ESG, Executive Compensation, Institutional Investors, Poison pills, Repurchases, Shareholder voting
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Does Protectionist Anti-Takeover Legislation Lead to Managerial Entrenchment?
My article, titled Does protectionist anti-takeover legislation lead to managerial entrenchment?, forthcoming in the Journal of Financial Economics, investigates the implications of protectionist interventions into mergers and acquisitions for corporate governance. Over the last few years, governments worldwide have intervened in a significant number of cross-border mergers and acquisitions, often citing national security concerns. Several […]
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Posted in Academic Research, Executive Compensation, International Corporate Governance & Regulation, Mergers & Acquisitions
Tagged Acquisition premiums, Agency costs, Antitakeover, Cross-border transactions, Entrenchment, Executive Compensation, France, International governance, Management, Mergers & acquisitions
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Practical Implications of Proposed Testing the Waters for All Issuers under U.S. Securities Law
On February 19, 2019, the Securities and Exchange Commission (SEC) approved a proposed rule that, if enacted, would permit all issuers to use “test-the-waters” communications (TTW communications). Currently, only “emerging growth companies”—a defined term generally describing most initial public offering (IPO) issuers and other new entrants to the SEC reporting system—are permitted to engage in […]
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Posted in Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Accredited investors, Capital formation, IPOs, JOBS Act, Regulation FD, Retail investors, SEC, Securities regulation, Small firms, Solicitation
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Longer-Term Restricted Share Plans in Executive Pay
This post examines “longer-term” restricted share plans that, in some cases, have replaced performance share plans in executive pay programs. It focuses on such a replacement made by a U.K. company in 2018. Restricted shares have been a form of long-term incentive award since the 1950s. They generally provide vesting over a period of several […]
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Posted in Accounting & Disclosure, Executive Compensation, International Corporate Governance & Regulation, Practitioner Publications
Tagged Clawbacks, Executive Compensation, Executive performance, Firm performance, Incentives, Internal Revenue Code, International governance, Pay for performance, Section 162(m), Tax Cuts and Jobs Act, UK
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