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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
Missing Pieces Report: The 2018 Board Diversity Census of Women and Minorities on Fortune 500 Boards
Key Findings A critical need for inclusive leadership, the shifting US demographics, and investor pressure in the United States have increased the focus on diversity in the c-suite and on public company boards. As demographics and buying power in the United States become increasingly more diverse, forward-thinking boards are determining ways to gain more diversity […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged Board composition, Board dynamics, Board performance, Board turnover, Boards of Directors, Diversity, Surveys
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Executive Compensation, Corporate Governance, and Say on Pay
In our monograph Executive Compensation, Corporate Governance, and Say on Pay, we provide a comprehensive summary and survey of the theoretical and empirical literature on Say on Pay. In the first part of the monograph, we study theoretically how a poor governance structure affects the level and structure of executive pay and identify conditions under […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Empirical Research, Executive Compensation, Securities Regulation
Tagged Agency costs, Boards of Directors, Executive Compensation, Incentives, Information environment, Management, Market reaction, Moral hazard, Pay for performance, Say on pay, Shareholder value, Shareholder voting
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Internal Forecasts and M&A
Uncertainties about the near and long-term future of companies at which boards are considering strategic alternatives will result in significant impediments to the ability of management teams to produce internal forecasts upon which boards may rely in good faith to support their duty of care when choosing a strategic alternative. Often a company considering selling […]
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Posted in Accounting & Disclosure, Boards of Directors, Mergers & Acquisitions, Practitioner Publications
Tagged Acquisitions, Boards of Directors, Change in control, Duty of care, Financial reporting, Firm performance, Forecasting, Long-Term value, Management, Mergers & acquisitions, Target firms
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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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