-
Supported By:
Subscribe or Follow
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
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Legal Personhood and Liability for Flawed Corporate Cultures
Although the phrase, “corporate culture”, has been described by commentators as “inherently slippery”, it has become part of the global regulatory zeitgeist. It is now a central feature of a range international discussions about corporate governance and risk management. Numerous international regulators, such as the Basel Committee on Banking Supervision, the UK Financial Reporting Council, […]
Click here to read the complete post
Posted in Academic Research, Comparative Corporate Governance & Regulation, International Corporate Governance & Regulation
Tagged Accountability, Australia, Corporate culture, Corporate liability, International governance, Oversight, Stakeholders, UK, Wells Fargo
Comments Off on Legal Personhood and Liability for Flawed Corporate Cultures
OCIE Examination Priorities for 2019
On December 20, 2018, the Office of Compliance Inspections and Examinations (“OCIE”) of the Securities and Exchange Commission (“SEC”) published its examination priorities for 2019 (the “2019 Priorities”). OCIE’s examination priorities are released annually and are designed to provide a preview of key areas where OCIE intends to focus its limited resources. This year’s priorities […]
Click here to read the complete post
Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation
Tagged Broker-dealers, Compliance and disclosure interpretation, Cybersecurity, FINRA, Investment advisers, Money laundering, Risk, SEC, Securities regulation
Comments Off on OCIE Examination Priorities for 2019
10 Tips for 10-Ks and Proxy Statement
With preparations shifting into high gear for calendar-year companies that file annual reports on Form 10-K and proxy statements with the US Securities and Exchange Commission (SEC), here are tips to consider when drafting these documents. 10-K Tips 1. Disclosure Update and Simplification. The SEC adopted “Disclosure Update and Simplification” amendments on August 17, 2018, […]
Click here to read the complete post
Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation
Tagged Brexit, Cybersecurity, Disclosure, Engagement, ESG, Form 10-K, LIBOR, Proxy disclosure, Proxy voting, SEC, Securities regulation
Comments Off on 10 Tips for 10-Ks and Proxy Statement
Rule 14a-8 Shareholder Proposals and the Government Shutdown
As the 2019 proxy season approaches, to the extent the U.S. federal government shutdown continues, companies with Rule 14a-8 shareholder proposals will have some difficult decisions to make. Although a company is not required to submit a no-action letter to the SEC to exclude a Rule 14a-8 shareholder proposal (but is required to submit its […]
Click here to read the complete post
Posted in Corporate Elections & Voting, Practitioner Publications, Securities Regulation
Tagged Glass Lewis, ISS, No-action letters, Proxy advisors, Proxy season, Proxy voting, Rule 14a-8, SEC, Securities regulation, Shareholder proposals, Shareholder voting
Comments Off on Rule 14a-8 Shareholder Proposals and the Government Shutdown
Public Hedge Funds
Recent years have witnessed a slew of public listings by mega asset management firms including Amundi Group, Man Group, Och-Ziff Capital Management Group, Blackstone Group, and KKR. These publicly listed mega asset managers together managed an impressive $2.38 trillion in 2017. How does the transition to public equity markets impact investment performance? Fund management companies […]
Click here to read the complete post
Posted in Academic Research, Empirical Research, Institutional Investors, Private Equity
Tagged Agency model, Asset management, Conflicts of interest, Fund performance, Hedge funds, IPOs, Private equity, Public firms
Comments Off on Public Hedge Funds
Incorporating Social Activism
Corporations and their executives are at the forefront of some of the most contentious and important social issues of our time. Through pronouncements, policies, boycotts, sponsorships, lobbying, and fundraising, corporations are actively engaged in issues like immigration reform, gun regulation, racial justice, gender equality, and religious freedom. This is the new reality of business and […]
Click here to read the complete post
Posted in Academic Research, Corporate Social Responsibility
Tagged Corporate culture, Corporate Social Responsibility, ESG, Reputation, Social contract
Comments Off on Incorporating Social Activism
Weekly Roundup: January 11-17, 2019
Quarterly Reporting—What’s Next? Posted by Nicolas Grabar, Jeffrey D. Karpf, and David Lopez, Cleary Gottlieb Steen & Hamilton LLP, on Friday, January 11, 2019 Tags: Accounting, Financial reporting, Long-Term value, SEC, SEC rulemaking, Securities regulation, Shareholder value, Short-termism Top Priorities for Boards in 2019 Posted by Steve Klemash, Rani Doyle, and Jamie C. Smith, EY Center for Board Matters, on Friday, January 11, 2019 Tags: Board communication, Board […]
Click here to read the complete post
Posted in Practitioner Publications
Tagged Weekly Roundup
Comments Off on Weekly Roundup: January 11-17, 2019
2018 Private Equity Year in Review
2018 was a banner year for private equity. As of late December, PE buyout volume had reached almost $384 billion, the highest since the PE boom before the financial crisis. The pace of activity overcame various macro challenges to PE dealmaking, including competition from strategic acquirors, high-multiple valuations and, in the fourth quarter, rising interest […]
Click here to read the complete post
Posted in Institutional Investors, Mergers & Acquisitions, Practitioner Publications, Private Equity
Tagged Appraisal rights, Go-shop, Hedge funds, Institutional Investors, Merger litigation, Mergers & acquisitions, Private equity, Shareholder activism
Comments Off on 2018 Private Equity Year in Review
Corporate Distress, Credit Default Swaps, and Defaults: Information and Traditional, Contingent, and Empty Creditors
Although securities regulators, practitioners, and academics have made vast efforts to ensure a robust informational foundation for investors, informational asymmetries associated with companies in financial distress, but not in bankruptcy, have received little attention. My article, Corporate Distress, Credit Default Swaps, and Defaults: Information and Traditional, Contingent, and Empty Creditors (forthcoming in the Brooklyn Journal […]
Click here to read the complete post
Posted in Academic Research, Bankruptcy & Financial Distress, Derivatives, Securities Regulation
Tagged Bankruptcy, Credit default swaps, Debtor-creditor law, Derivatives, Distressed companies, Hedge funds, Information asymmetries, Information environment, Market efficiency, Securities regulation
Comments Off on Corporate Distress, Credit Default Swaps, and Defaults: Information and Traditional, Contingent, and Empty Creditors
Top 10 Topics for Directors in 2019
1. Corporate Culture The corporate culture of a company starts at the top, with the board of directors, and directors should be attuned not only to the company’s business, but also to its people and values across the company. Ongoing and thoughtful efforts to understand the company’s culture and address any issues will help the […]
Click here to read the complete post
Posted in Boards of Directors, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged #MeToo, Board composition, Boards of Directors, Corporate culture, Cybersecurity, Diversity, SEC, SEC enforcement, Securities enforcement, Securities regulation, Shareholder activism, Tax Cuts and Jobs Act
Comments Off on Top 10 Topics for Directors in 2019