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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
The Risky Business of Investing in Chinese Tech Firms
While Washington and Beijing battle over trade, a worrisome cross-border financial link has largely escaped scrutiny: Americans now collectively own most of the public equity of China’ biggest tech companies, including Alibaba, Baidu and Weibo. This relationship is strange (imagine if the Chinese owned most of Amazon, Facebook and Google). It’s also extremely risky, at least for […]
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Posted in Academic Research, HLS Research, International Corporate Governance & Regulation, Practitioner Publications, Securities Regulation
Tagged Cayman Islands, China, Controlling shareholders, Cross-border transactions, Fairness review, Foreign firms, Going private, International governance, Investor protection, IPOs, Minority shareholders, Tech companies, Unicorns
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Employee-Manager Alliances and Shareholder Returns from Acquisitions
In our recent article titled Employee-Manager Alliances and Shareholder Returns from Acquisitions, forthcoming in the Journal of Financial and Quantitative Analysis, we examine the potential for management-worker alliances when employees hold substantial voting rights due to their equity ownership, and how such alliances affect the agency relationship between managers and shareholders in the context of […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research, Mergers & Acquisitions
Tagged Behavioral finance, Employees, Equity-based compensation, Incentives, Management, Mergers & acquisitions, Ownership structure, Shareholder value, Shareholder voting, Takeovers
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State Street and Corporate Culture Engagement
State Street’s letter to board members advises companies that this year they intends to focus on corporate culture as one of many key intangible value drivers. Through engagement, they have found that “few directors can adequately articulate their company’s culture or demonstrate how they assess, monitor and influence change when necessary.” When engaging with directors […]
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Posted in Accounting & Disclosure, Boards of Directors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Boards of Directors, Corporate culture, Disclosure, Engagement, Index funds, Institutional Investors, Management, Oversight, SSgA
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CEO Pay Trends Around the Globe
Since the passage of Say on Pay under the Dodd-Frank Act in July 2010, greater attention has been paid to executive compensation in an effort to bring transparency and oversight to the total compensation of executives of U.S. public companies. In 2018, the SEC expanded the Dodd-Frank Act further with Section 953(b), requiring companies to […]
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Posted in Comparative Corporate Governance & Regulation, Executive Compensation, International Corporate Governance & Regulation, Practitioner Publications
Tagged Canada, Compensation disclosure, Compensation ratios, Equity-based compensation, Europe, Executive Compensation, International governance, Management, Say on pay, Surveys
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From Justice Kennedy to Justice Kavanaugh—Is a Shift in Securities Law Underway?
The change in the makeup of the Supreme Court may portend significant changes in investor rights in years to come. Which way will Kavanaugh lean on securities law? On October 6, 2018, Justice Brett M. Kavanaugh was sworn in as the newest Associate Justice of the Supreme Court, assuming the seat recently vacated by retiring […]
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Posted in Court Cases, Institutional Investors, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Exchange Act, Institutional Investors, SEC, Securities Act, Securities litigation, Securities regulation, Shareholder rights, State law, Supreme Court, U.S. federal courts
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Pay Ratio Disclosure at the S&P 500
A coalition of institutional investors with $3.3 trillion in assets under management and advisement identified best practices for pay ratio disclosure in a letter to S&P 500 index companies. 2018 is the first year in which publicly traded U.S. companies are required to report the ratio of pay between the CEO and the median worker. […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, Executive Compensation, Practitioner Publications, Securities Regulation
Tagged Compensation disclosure, Compensation ratios, Executive Compensation, Institutional Investors, Management, Regulation S-K, Say on pay, Securities regulation, Shareholder voting
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SEC Staff Letter on Administrative Services
On December 20, 2018, the staff (the “Staff”) of the Securities and Exchange Commission (“SEC”) granted conditional no-action relief to Madison Capital Funding LLC (“Madison”), an investment adviser registered with the SEC, from certain requirements under Rule 206(4)-2 (the “Custody Rule”) under the Investment Advisers Act of 1940 (the “Advisers Act”) in connection with Madison’s administrative agent services […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Investment advisers, Investment Advisers Act, No-action letters, Rule 206, SEC, SEC enforcement, Securities regulation
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Spotlight on Boards
The ever-evolving challenges facing corporate boards prompt periodic updates to a snapshot of what is expected from the board of directors of a major public company—not just the legal rules, or the principles published by institutional investors and various corporate and investor associations, but also the aspirational “best practices” that have come to have equivalent […]
Click here to read the complete postThe Latest on Proxy Access
Pressure from large institutional investors, including public and private pension funds, and other shareholders has led to the widespread adoption of proxy access by large U.S. public companies in the past few years. Proxy access is now mainstream at S&P 500 companies (71%) and is nearly a majority practice among Russell 1000 companies (48%). Proxy […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Institutional Investors, Management, Proxy access, Proxy voting, Securities regulation, Shareholder nominations, Shareholder proposals, Shareholder voting
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Potential Changes to Fund of Funds Arrangements
On December 19, 2018, the SEC issued a release (the “Release”) proposing new Rule 12d1-4 and related amendments under the 1940 Act intended to enhance and streamline the regulation of funds that invest in other funds (“fund of funds arrangements”). The Release noted that the current combination of statutory exemptions, SEC rules and exemptive orders […]
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Posted in Banking & Financial Institutions, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Exchange-traded funds, Investment advisers, Investment Advisers Act, Investor protection, Risk management, SEC, SEC rulemaking, Section 12(d), Securities regulation
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