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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
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 […]
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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
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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 […]
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Posted in Program News & Events
Tagged Program on Corporate Governance
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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, […]
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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
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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.
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Posted in Accounting & Disclosure, Boards of Directors, Institutional Investors, Practitioner Publications
Tagged Board composition, Boards of Directors, California, Diversity, Institutional Investors, Proxy advisors
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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 […]
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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
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Dealing with Activist Hedge Funds and Other Activist Investors
Regardless of industry, size or performance, no company should consider itself immune from hedge fund activism. No company is too large, too popular, too new or too successful. Even companies that are respected industry leaders and have outperformed the market and their peers have come under fire. Activists set new records in 2018, targeting the […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Board communication, Boards of Directors, Engagement, Hedge funds, Institutional Investors, Investor relations officers, New Paradigm, Proxy voting, Public perception, Securities regulation, Shareholder activism, Shareholder value
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Should Corporations Step Into the Governmental Vacuum?
In this year’s annual letter to CEOs, BlackRock CEO Laurence Fink once again advocates the importance of a long-term approach, at the same time mourning the prevalence of political dysfunction and acknowledging the resulting increase in public anger and frustration: “some of the world’s leading democracies have descended into wrenching political dysfunction, which has exacerbated, rather than […]
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Posted in Corporate Social Responsibility, Institutional Investors, Practitioner Publications
Tagged BlackRock, Corporate Social Responsibility, ESG, Institutional Investors, Long-Term value, Management, Shareholder value, Stakeholders, Stewardship
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Weekly Roundup: January 18-24, 2019
Incorporating Social Activism Posted by Tom C. W. Lin (Temple University), on Friday, January 18, 2019 Tags: Corporate culture, Corporate Social Responsibility, ESG, Reputation, Social contract Public Hedge Funds Posted by Lin Sun (Singapore Management University) and Melvyn Teo (Singapore Management University), on Saturday, January 19, 2019 Tags: Agency model, Asset management, Conflicts of interest, Fund performance, Hedge funds, IPOs, Private equity, Public firms Rule 14a-8 Shareholder Proposals and the […]
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