Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation

The Labor Market for Directors and Externalities in Corporate Governance: Evidence from the International Labor Market

In our recent article titled The Labor Market for Directors and Externalities in Corporate Governance: Evidence from the International Labor Market, forthcoming in the Journal of Accounting and Economics, we examine how the potentially opposing forces created by country level aggregate governance impacts the ability of the labor market for outside directors to align the […]

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Letter on Stock Buybacks and Insiders’ Cashouts

Thank you for your December 18, 2018 letter regarding my research on the relationship between stock buybacks and corporate insiders’ stock cashouts—and for your leadership in urging the SEC to ensure that our rules protect investors when public companies buy back stock. I very much appreciate the opportunity to share further details on this work. […]

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As California Goes, So Goes the Nation? The Impact of Board Gender Quotas on Firm Performance and the Director Labor Market

Women are still heavily underrepresented in leadership positions in the U.S. corporate sector. According to the Corporate Women Directors International 2018 report, women hold 21.4% of director positions on the boards of the Fortune Global 200 companies. In As California Goes, So Goes the Nation? The Impact of Board Gender Quotas on Firm Performance and […]

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Weekly Roundup: March 1-7, 2019

Appraisal Litigation in Delaware: Trends in Petitions and Opinions (2006-2018) Posted by David F. Marcus and Frank Schneider, Cornerstone Research, on Friday, March 1, 2019 Tags: Appraisal rights, Delaware cases, Delaware law, DGCL, DGCL Section 262, Fair values, Fairness review, Firm valuation, Merger litigation, Mergers & acquisitions Comment Letter Regarding Mandatory Arbitration Bylaw Proposal at Johnson & Johnson Posted by Jeff Mahoney, Council of Institutional Investors, […]

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Top 10 Sustainability Developments in 2018

Investor, regulatory, and corporate interest in environmental, social and governance (ESG) issues seems to be growing by leaps and bounds. If securities lawyers haven’t been springing to attention already, then the arrival of a New Year, and a new proxy season, is a good time to start. Here is a list of the top ten […]

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Long-Term Bias

The perceived dangers of “short-termism” in public capital markets have come to occupy center stage as a chief concern for corporate America. During the last decade, an emerging conventional wisdom has taken root among lawyers, business commentators, judges, policymakers and (at least some) investors, asserting that managers of public companies are too often pressured to […]

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SEC Enforcement for Internal Control Failures

On January 29, 2019, the SEC announced four settlements with publicly-traded companies for failure to maintain adequate internal control over financial reporting (ICFR). None of the companies was charged with making false or inaccurate statements, either about its ICFR or otherwise; indeed, each had repeatedly disclosed material weaknesses in ICFR over many years. These cases […]

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Remarks Before the Council of Institutional Investors

Thank you, Mary [Francis], for that kind introduction and for the opportunity to be here today. Before I begin, I will give my standard disclaimer. The comments I make today represent my own views and not necessarily those of the Commission or my fellow Commissioners. I consider it a great honor to have some time […]

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The End of “Corporate” Governance: Hello “Platform” Governance

A significant development in the global economy over the last two decades has been the emergence of businesses that define and organize themselves as “platforms.” By platform, we refer to any organization that uses digital and other emerging technologies to create value by facilitating connections between two or more groups of users. Think Amazon, Facebook, […]

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Driving the Conversation: Long-Term Roadmaps for Long-Term Success

Despite clear evidence that investors prefer long-term communications focused on a few key drivers of performance, companies remain mired in information demands from all sides. Long-term roadmaps are a form of investor communication that brings together a unified articulation of how a company will create long-term value with the most relevant metrics to track long-term […]

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