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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
ESG Rating and Momentum
Traditionally, asset managers have used Environmental, Social and Governance ratings in a defensive way to mitigate portfolio risk, but the model ESG portfolio we have run over the past five years has consistently outperformed the index (and by 27.7% over the full period). Also note that the top rated 10% of our ESG stocks outperformed […]
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Posted in Accounting & Disclosure, International Corporate Governance & Regulation, Practitioner Publications
Tagged Asset management, ESG, Financial reporting, International governance, Shareholder value, Stock performance, Sustainability
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Incentive Pay and Systemic Risk
The SEC, the NYSE, and the U.S. government, accompanied by the actions of consultants, such as the Institutional Shareholder Services, recently have pushed to create, by means of relative performance evaluation (RPE), a tighter link between CEO pay and the factors under CEO control. This paper addresses the consequences of RPE for firm investment decisions […]
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Posted in Academic Research, Banking & Financial Institutions, Comparative Corporate Governance & Regulation, Executive Compensation, Financial Crisis, Financial Regulation
Tagged Agency costs, Agency model, Banker bonuses, Banks, Behavioral finance, Financial crisis, Financial regulation, Incentives, Management, Moral hazard, Pay for performance, Systemic risk
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The Unicorn IPO Report
In the process of assembling our inaugural Unicorn IPO Report, we discovered something surprising. We set out to investigate “unicorn” companies, the modern reference to private companies with valuations exceeding $1 billion (our full criteria for what constitutes a unicorn company may be found in the Methodology section of this report). While the number of […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications, Securities Regulation
Tagged Accounting, Board composition, Boards of Directors, Capital structure, Diversity, Dual-class stock, Equity offerings, IPOs, JOBS Act, Private firms, Public firms, Securities regulation, Tech companies, Venture capital firms
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Information Intermediary or De Facto Standard Setter?: Field Evidence on the Indirect and Direct Influence of Proxy Advisors
Proxy advisory firms (PAs) are considered important and useful by some and overbearing by others. On the one hand, PAs fill an information intermediary role by processing large amounts of information and providing voting recommendations to institutional investors on matters such as executive compensation and governance. On the other hand, critics contend that PAs have […]
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Posted in Academic Research, Boards of Directors, Corporate Elections & Voting, Empirical Research, Institutional Investors
Tagged Boards of Directors, Information environment, Institutional Investors, Proxy advisors, Proxy voting, Shareholder voting
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S&P 1500 Pay-for-Performance Update: Strong Financials, Negative Shareholder Returns
Despite strong full-year 2018 financial results, shareholder returns were dampened by investor skepticism and potential headwinds heading into 2019. This trend is no surprise given our observations through the third quarter (see “S&P 1500 pay-for-performance update: Third quarter results beg the question, “Will 2018 be the high water mark for incentive payouts?” Executive Pay Matters, December […]
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Posted in Executive Compensation, Practitioner Publications
Tagged Equity-based compensation, Executive Compensation, Executive performance, Firm performance, Incentives, Management, Pay for performance, Say on pay
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Keynote Remarks at the ICI Mutual Funds and Investment Management Conference
I. Introduction Thank you, Susan [Olson], for the kind introduction. I am excited to join you here and deliver my first formal speech as a Commissioner. It has been a little over six months since I started in my new role at the Securities and Exchange Commission (“SEC”), and I can still say that it’s […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Asset management, Boards of Directors, Institutional Investors, Proxy advisors, Proxy voting, SEC, SEC rulemaking, Securities regulation, Shareholder voting
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Private Contracting, Law and Finance
The Law and Finance hypothesis remains one of the most controversial theories in financial economics. In its original form, it argued that countries with higher legal protections for shareholders had wider share ownership dispersion and larger stock markets. The initial theory has been extended to consider not only protections against director self-dealing, but also the […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, International Corporate Governance & Regulation
Tagged Capital markets, Common-law claims, Contracts, Corporate forms, England, International governance, Investor protection, Legal history
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The Short-Termism Thesis: Dogma vs. Reality
The belief that short-termism (aka quarterly capitalism) in our capital markets and in the management of our public companies is seriously (many would say fatally) damaging our economy is so widely accepted it has become a veritable truism. Countless directors and CEOs, prominent institutional investors, leading business associations, renowned lawyers and judges, prestigious academics and […]
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Posted in Accounting & Disclosure, Comparative Corporate Governance & Regulation, Practitioner Publications
Tagged Accounting, Financial reporting, Firm performance, Long-Term value, Repurchases, Shareholder value, Short-termism
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