-
Supported By:
Subscribe or Follow
HLS Faculty & Senior Fellows
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
Remarks to SEC Investor Advisory Committee
Thank you, Anne [Sheehan] and the Committee for the invitation to join your call today. I appreciate your scheduling flexibility and look forward to our next in person meeting. I will start with a few words about disclosure requirements as well as today’s topics—human capital and proxy plumbing—to give you a sense of how I […]
Click here to read the complete post
Posted in Accounting & Disclosure, Corporate Elections & Voting, Practitioner Publications, Securities Regulation, Speeches & Testimony
Tagged Disclosure, GAAP, Human capital, Information environment, Long-Term value, Proxy plumbing, Proxy voting, Regulation S-K, SEC, Securities regulation
Comments Off on Remarks to SEC Investor Advisory Committee
Public Markets for the Long Term: How Successful Listed Companies Thrive
By some accounts, public markets are out of fashion. Detractors point to the decline of IPOs in developed economies and the growth of private capital pools over the last few years. But these trends tell only one side of the story. Private markets are doing well, but their success does not suggest the decline of […]
Click here to read the complete post
Posted in Accounting & Disclosure, Boards of Directors, Comparative Corporate Governance & Regulation, Practitioner Publications
Tagged Accounting, Board composition, Board dynamics, Board performance, IPOs, Long-Term value, Public firms, Short-termism, Tech companies, Venture capital firms
Comments Off on Public Markets for the Long Term: How Successful Listed Companies Thrive
Securities Class Action Filings—2018 Year in Review
Executive Summary Securities class action activity remained at near record levels for both core and M&A filings. Driven by a large number of mega filings, market capitalization losses surpassed $1 trillion. Last year also saw more companies on U.S. exchanges facing a greater threat of securities litigation than in any previous year. Number and Size […]
Click here to read the complete post
Posted in International Corporate Governance & Regulation, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Class actions, International governance, Merger litigation, Mergers & acquisitions, Securities enforcement, Securities fraud, Securities litigation, U.S. federal courts
Comments Off on Securities Class Action Filings—2018 Year in Review
Weekly Roundup: February 1-7, 2019
Potential Changes to Fund of Funds Arrangements Posted by Thomas Hiller, Brian McCabe, and Edward Baer, Ropes & Gray LLP, on Friday, February 1, 2019 Tags: Exchange-traded funds, Investment advisers, Investment Advisers Act, Investor protection, Risk management, SEC, SEC rulemaking, Section 12(d), Securities regulation The Latest on Proxy Access Posted by Holly J. Gregory, Rebecca Grapsas and Claire Holland, Sidley Austin LLP, on Friday, February 1, […]
Click here to read the complete postAmicus Brief of Law and Finance Professors in Verition Partners v. Aruba Networks
In Verition Partners Master Fund Ltd. v. Aruba Networks, Inc., the Delaware Court of Chancery appraised the “fair value” of Aruba’s shares as their average market price during the 30 days prior to the announcement of Aruba’s merger with HP. The Court’s fair-value determination was not only 31% below the merger price, but also below […]
Click here to read the complete post
Posted in Academic Research, Court Cases, Mergers & Acquisitions, Securities Litigation & Enforcement
Tagged Appraisal rights, Delaware cases, Delaware law, Market efficiency, Merger litigation, Mergers & acquisitions
Comments Off on Amicus Brief of Law and Finance Professors in Verition Partners v. Aruba Networks
SEC Scrutiny of Non-GAAP Financial Measures
Since 2003, when the SEC first adopted rules regarding the use of non-GAAP financial measures, there has been a constant tension between the utility of these measures and their potential to mislead investors. In recent years, the use of non-GAAP measures in public company filings has significantly increased, as has the discrepancy between these measures […]
Click here to read the complete post
Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Accounting, Accounting standards, Board oversight, Boards of Directors, Compliance and disclosure interpretation, Financial reporting, GAAP, SEC, SEC enforcement, Securities enforcement, Securities regulation
Comments Off on SEC Scrutiny of Non-GAAP Financial Measures
The Long View: The Role of Shareholder Proposals in Shaping U.S. Corporate Governance (2000-2018)
Over the past three decades, shareholder proposals have transformed the corporate landscape in the U.S. by spurring the adoption of governance best practices. Annual director elections, majority vote rules for director elections, shareholder approval for poison pills, and proxy access bylaws are some of the critical governance practices that have become common practice thanks to […]
Click here to read the complete post
Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Engagement, ESG, Institutional Investors, Institutional voting, Mergers & acquisitions, Proxy access, Proxy voting, Shareholder proposals, Shareholder rights, Shareholder voting
Comments Off on The Long View: The Role of Shareholder Proposals in Shaping U.S. Corporate Governance (2000-2018)
S&P 500 CEO Compensation Increase Trends
CEO pay continues to be an extensively discussed topic in the media, in the boardroom, and among investors and proxy advisors. CEO total direct compensation (TDC; base salary + actual bonus paid + grant value of long-term incentives [LTI]) has increased at a moderate pace in recent years—in the 2-6% range for 2011-2016. However, CEO […]
Click here to read the complete post
Posted in Executive Compensation, Practitioner Publications
Tagged Bonuses, Equity-based compensation, Executive Compensation, Firm performance, Incentives, Management, Pay for performance, Shareholder value
Comments Off on S&P 500 CEO Compensation Increase Trends
The Wells Fargo Cross-Selling Scandal
Recently, attention has been paid to corporate culture, “tone at the top,” and the impact that these have on organizational outcomes. While corporate leaders and outside observers contend that culture is a critical contributor to employee engagement, motivation, and performance, the nature of this relationship and the mechanisms for instilling the desired values in employee […]
Click here to read the complete post
Posted in Academic Research, Banking & Financial Institutions, Boards of Directors, Financial Regulation
Tagged Banks, Board oversight, Compliance & ethics, Corporate crime, Corporate culture, Corporate fraud, Financial institutions, Financial regulation, Management, Misconduct, Oversight, Reputation, Wells Fargo
Comments Off on The Wells Fargo Cross-Selling Scandal
In Corporations We Trust: Ongoing Deregulation and Government Protections
Several administration priorities are endangering financial markets by reducing corporate accountability and transparency. Nearly two years into the Trump presidency, extensive deregulation is raising risks for investors. Several of the administration’s priorities are endangering financial markets by reducing corporate accountability and transparency. SEC enforcement actions under the Administration continue to lag previous years. The Trump […]
Click here to read the complete post
Posted in Accounting & Disclosure, Banking & Financial Institutions, Financial Regulation, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Banks, Deregulation, Dodd-Frank Act, Donald Trump, Financial institutions, Financial regulation, Investment advisers, Investor protection, Reporting regulation, SEC, SEC enforcement, Securities fraud, Securities regulation
Comments Off on In Corporations We Trust: Ongoing Deregulation and Government Protections