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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
Talking Governance with Donna Anderson
Donna Anderson leads the policy formation process for proxy voting at T. Rowe Price, an active mutual fund manager with more than $1 trillion of assets under management. Barely a decade ago, the proxy voting process for public company annual meetings was largely seen as a back-office, box-ticking function. Now, with investment assets growing and […]
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Posted in Accounting & Disclosure, Boards of Directors, Institutional Investors, Practitioner Publications
Tagged Board composition, Boards of Directors, Corporate governance, Diversity, Engagement, ESG, Institutional Investors, Shareholder activism, Stewardship, Virtual meetings
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Investor Demand for Internal Control Audits of Large U.S. Companies
If regulation did not require large U.S. companies to have internal control audits, would investors demand this external assurance? In other words, would investors demand, or value, internal control audits for large companies if they were voluntary? This is the question we explore in our article, Investor Demand for Internal Control Audits of Large U.S. […]
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Posted in Academic Research, Accounting & Disclosure, Comparative Corporate Governance & Regulation, Empirical Research, Securities Regulation
Tagged Audits, Disclosure, Engagement, Information environment, Internal control, Investor protection, Market efficiency, Oversight, Reporting regulation, Restatements, Risk oversight, Sarbanes–Oxley Act, SOX, SOX Section 404
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Looking Ahead: Key Trends in Corporate Governance
Charting the course of a public company requires navigating continual changes in technologies, business models, and competitive conditions and assessing corporate opportunities and risks in a dynamic and uncertain political, social, and business environment. Corporate boards and management teams must also adapt to changing expectations and pressures with respect to corporate governance processes and relations […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Practitioner Publications
Tagged Board composition, Boards of Directors, Corporate Governance Reform and Transparency Act, Engagement, ESG, Proxy advisors, Proxy voting, Shareholder activism, Shareholder voting
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The Government Shutdown’s Effect on Deals
While M&A activity continues, the pending U.S. federal government shutdown may affect the timetable and process for completing announced transactions. Set forth below is our current understanding of the operations of the agencies most critical to the merger process and certain contingency plans they have made that impact M&A transactions. These operations and plans may […]
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Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Mergers & Acquisitions, Practitioner Publications, Securities Regulation
Tagged Antitrust, CFIUS, Disclosure, DOJ, EDGAR, Filings, FTC, Hart-Scott-Rodino Act, Mergers & acquisitions, Registration statements, SEC, Securities regulation
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A Regulatory Classification of Digital Assets
Cryptocurrency is back in the news with bitcoin and other digital assets plummeting and volatility roaring back after a year of relative calm. The exuberance of a bull market is giving way to the discovery that some in the industry have been swimming naked, and are only now being uncovered as the tide goes out. […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Securities Litigation & Enforcement, Securities Regulation
Tagged Bitcoin, Cryptocurrency, Financial technology, Howey test, ICOs, Information asymmetries, Information environment, Innovation, investor, SEC, SEC enforcement, Securities enforcement, Securities regulation
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Mutual Fund Voting on Corporate Political Disclosure
Support among the largest mutual funds for the Center for Political Accountability’s political disclosure resolution reached 53 percent in the 2018 proxy season, the highest level ever. Despite the eight-percentage point jump over 2017, the Big 3 institutional investors—Vanguard, BlackRock and Fidelity—continued to oppose shareholder requests that companies adopt transparency and accountability for their political […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Accountability, Boards of Directors, Disclosure, Institutional Investors, Mutual funds, Political spending, Shareholder voting
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Why Are Firms with More Managerial Ownership Worth Less?
In our paper Why Are Firms With More Managerial Ownership Worth Less?, we provide new evidence on the relationship between firm value and managerial ownership. An important and well-documented result in corporate finance is that firm value is positively correlated with managerial ownership over some range of ownership and then, beyond that range, becomes negatively correlated. […]
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Posted in Academic Research, Accounting & Disclosure, Comparative Corporate Governance & Regulation, Empirical Research
Tagged Agency costs, Entrenchment, Firm performance, Firm valuation, Incentives, Liquidity, Management, Market conditions, Ownership, Shareholder value, Skin in the game
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Comments on the SEC Roundtable on Proxy Access
I am writing on behalf of Morrow Sodali. We are a global consultancy and service provider with expertise in corporate governance, proxy solicitation and a range of related services. We occupy a position at the center of the relationship between the companies that are our clients and the shareholders who invest in them. In addition […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Accountability, Boards of Directors, Institutional Investors, Proxy advisors, Proxy voting, SEC, SEC rulemaking, Securities regulation, Shareholder voting
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Supreme Court Review for Deal-Related Shareholder Litigation
In an important development that may ultimately provide relief from some frivolous deal-related shareholder litigation in federal courts, the Supreme Court agreed to decide a case that could bring an end to private actions under Section 14(e) of the Securities Exchange Act of 1934, the general anti-fraud provision that governs tender offers. Emulex Corp. v. […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Exchange Act, Merger litigation, Mergers & acquisitions, Section 14(e), Securities fraud, Securities litigation, Securities regulation, Shareholder suits, Supreme Court, U.S. federal courts
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Climate Change and Proxy Voting in the U.S. and Europe
Summary Investor awareness of environmental and social shareholder is growing on both sides on the Atlantic. European companies generally surpass U.S. firms on climate change disclosures. Climate change increasingly comes to a vote in the U.S. via the shareholder proposal process, and investors increasingly expressing support at the ballot. Shareholder resolution filings are relatively scarce […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Climate change, Engagement, ESG, Europe, Institutional Investors, International governance, Risk, Risk disclosure, Shareholder proposals, Shareholder voting, Short-termism, Sustainability
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