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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
- 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
Directors: Older and Wiser, or Too Old to Govern?
The past two decades have witnessed dramatic changes to the boards of directors of U.S. public corporations. Several recent governance reforms (the 2002 Sarbanes-Oxley Act, the revised 2003 NYSE/Nasdaq listing rules, and the 2010 Dodd-Frank Act) combined with a rise in shareholder activism have enhanced director qualifications and independence and made boards more accountable. These […]
Click here to read the complete postCorporate Governance Survey: 2018 Proxy Season
Since 2003, Fenwick has collected a unique body of information on the corporate governance practices of publicly traded companies that is useful for Silicon Valley companies and publicly‑traded technology and life science companies across the U.S. as well as public companies and their advisors generally. Fenwick’s annual survey covers a variety of corporate governance practices […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications, Securities Regulation
Tagged Board composition, Board declassification, Board leadership, Boards of Directors, Classified boards, Corporate governance, Diversity, Dual-class stock, Executive ownership, Majority voting, Outside directors, Public firms, Shareholder proposals, Shareholder voting, Surveys, Tech companies
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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, […]
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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
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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 […]
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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
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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, […]
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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
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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 […]
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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
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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 […]
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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
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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 […]
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Posted in Academic Research, Corporate Social Responsibility
Tagged Corporate culture, Corporate Social Responsibility, ESG, Reputation, Social contract
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