-
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
Shareholder Activism in Germany
Once an exception, activist investors have proven that shareholder activism can thrive in Germany. An increasing number of foreign and domestic activists have been shaking up German boardrooms over the last years. Even though there has been a decline of activist campaigns in 2018 (11 as of December 2018 compared to 20 in 2017 and […]
Click here to read the complete post
Posted in Boards of Directors, Corporate Elections & Voting, International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Engagement, Germany, International governance, Management, Mergers & acquisitions, Minority shareholders, Proxy contests, Proxy voting, Shareholder activism, Shareholder proposals, Shareholder voting
Comments Off on Shareholder Activism in Germany
Family Firms and the Stock Market Performance of Acquisitions and Divestitures
Family firms are a widely prevalent form of ownership, accounting for anywhere from a third to a half of public and private companies in the United States and around the world. Investors often ascribe higher valuations to family firms than to non-family firms, especially when founders serve as CEOs, in part due to expectations that […]
Click here to read the complete post
Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research, Mergers & Acquisitions
Tagged Acquisitions, Agency costs, Divestitures, Family firms, Firm performance, Mergers & acquisitions, Shareholder value, Stock performance
Comments Off on Family Firms and the Stock Market Performance of Acquisitions and Divestitures
Updated Hedging Disclosure Rules
The Securities and Exchange Commission (SEC) has adopted final rules that will require companies to disclose any practices or policies regarding the ability of employees and directors to engage in certain hedging transactions with respect to a company’s equity securities. The final rules will apply to proxy statements and information statements for the election of directors during fiscal […]
Click here to read the complete post
Posted in Accounting & Disclosure, Boards of Directors, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Compliance and disclosure interpretation, Disclosure, Dodd-Frank Act, Filings, Hedging, Regulation S-K, Reporting regulation, SEC, SEC rulemaking, Securities regulation
Comments Off on Updated Hedging Disclosure Rules
2018 Review of Shareholder Activism
1. A New High-Water Mark for Global Activist Activity A record 226 companies were targeted in 2018, as compared to 188 companies in 2017 $65.0bn of capital deployed in 2018, up from $62.4bn in 2017 In spite of significant market volatility, Q4 2018 was the most active Q4 on record both by campaign volume and […]
Click here to read the complete post
Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications
Tagged BlackRock, Boards of Directors, Hedge funds, Index funds, Institutional Investors, International governance, Shareholder activism, Vanguard
Comments Off on 2018 Review of Shareholder Activism
Arbitration with Uninformed Consumers
Arbitration is a private mechanism for resolving disputes outside of the court system. In arbitration the contracting parties present their case to a private arbitrator who then issues a legally-binding resolution to the dispute. When consumers purchase a product or service, the purchase often contains a pre-dispute arbitration provision, which legally mandates that the consumer […]
Click here to read the complete postProgram Hiring Post-Graduate Academic Fellows
The Harvard Law School Program on Corporate Governance invites applications for Post-Graduate Academic Fellows in the areas of corporate governance and law & finance. Qualified candidates who are interested in working with the Program as Post-Graduate Academic Fellows may apply at any time and the start date is flexible. Candidates should be interested in spending […]
Click here to read the complete post
Posted in Program News & Events
Tagged Program on Corporate Governance
Comments Off on Program Hiring Post-Graduate Academic Fellows
Financial Reporting in 2019: What Management and the Audit Committee Need to Know (and Ask)
Top officials and staff from the SEC, the PCAOB and the FASB gathered in mid-December in Washington, D.C. at the 2018 AICPA Conference on Current SEC and PCAOB Developments to provide year-end accounting, auditing and disclosure guidance to corporate management, audit committees and outside auditors. In this post, we focus on key takeaways for management, […]
Click here to read the complete post
Posted in Accounting & Disclosure, International Corporate Governance & Regulation, Practitioner Publications, Securities Regulation
Tagged Accounting, Accounting standards, Audit committee, Audits, Brexit, Compliance and disclosure interpretation, Cybersecurity, Disclosure, FASB, Financial reporting, GAAP, International governance, LIBOR, PCAOB, SEC
Comments Off on Financial Reporting in 2019: What Management and the Audit Committee Need to Know (and Ask)
Q3 2018 Gender Diversity Index
For the fourth consecutive quarter—an entire year—the Equilar Gender Diversity Index (GDI) increased. The percentage of women on Russell 3000 boards increased from 17.7% to 18.0% in Q3 2018. This acceleration moved the needle, pushing the GDI to 0.36, where 1.0 represents parity among men and women on corporate boards.
Click here to read the complete post
Posted in Accounting & Disclosure, Boards of Directors, Institutional Investors, Practitioner Publications
Tagged Board composition, Boards of Directors, California, Diversity, Institutional Investors, Proxy advisors
Comments Off on Q3 2018 Gender Diversity Index
Legitimate Yet Manipulative: The Conundrum of Open-Market Manipulation
On November 30, 2018, the Commodity Futures Trading Commission (“CFTC”) lost its bid to hold Don Wilson and DRW Investments, LLC (collectively, “DRW”) liable for open-market manipulation. In so doing, the court rejected the CFTC’s intent-based theory of liability without additional proof of price artificiality or market inefficiency resulting from the defendant’s conduct. The court’s […]
Click here to read the complete post
Posted in Academic Research, Comparative Corporate Governance & Regulation, Securities Litigation & Enforcement, Securities Regulation
Tagged CFTC, Fraud-on-the-Market, Market conditions, Market efficiency, Market manipulation, Misconduct, SEC, SEC enforcement, Securities enforcement, Securities regulation
Comments Off on Legitimate Yet Manipulative: The Conundrum of Open-Market Manipulation