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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
Common Ownership: The Investor Protection Challenge of the 21st Century
Thank you so much, Scott [Hemphill], for that incredibly kind introduction. It’s a real honor to be here with you—and to be invited to testify before the Federal Trade Commission (FTC). I share your commitment to making sure our markets are competitive and fair for all Americans. And I’m delighted that the FTC has convened […]
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Posted in Institutional Investors, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Agency costs, Antitrust, Boards of Directors, Common ownership, Index funds, Institutional Investors, Institutional voting, Investor protection, Market efficiency, Ownership, SEC, Securities regulation, Shareholder voting
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Weekly Roundup: December 7-13, 2018
Opening Remarks at the Municipal Securities Conference Posted by Jay Clayton, U.S. Securities and Exchange Commission, on Friday, December 7, 2018 Tags: Disclosure, Financial reporting, Information environment, Municipal securities, Retail investors, SEC, Securities regulation, Transparency SEC Rulemaking Over the Past Year, the Road Ahead and Challenges Posed by Brexit, LIBOR Transition and Cybersecurity Risks Posted by Jay Clayton, U.S. Securities and Exchange Commission, on Friday, […]
Click here to read the complete postWashington Update—Proxy Process Focus Continues
Following the SEC Proxy Roundtable last month, the Senate Committee on Banking, Housing, and Urban Development held a hearing on Proxy Process and Rules: Examining Current Practices and Potential Changes. The December 6th hearing allowed Senators to hear from, and question, witnesses on what could and should be done to improve the proxy process. Specific legislation was […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Disclosure, ESG, Glass Lewis, Proxy advisors, Proxy voting, SEC, SEC rulemaking, Securities regulation, Shareholder proposals, Shareholder voting
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Governance Under the Gun: Spillover Effects of Hedge Fund Activism
Hedge fund activism has become pervasive in today’s corporate landscape. In response to activist demands, targeted firms have been shown to improve governance (e.g., raising shareholder payout) and performance (e.g., boosting return on assets and asset utilization). These positive effects often come at the expense of managers and directors who see a sharp drop in their […]
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Posted in Academic Research, Empirical Research, Institutional Investors, Mergers & Acquisitions
Tagged Boards of Directors, Firm valuation, Hedge funds, Institutional Investors, Shareholder activism, Target firms
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Preparing for the 2019 Reporting Season
With 2018 quickly drawing to a close, attention now turns to preparing for the 2019 reporting season. As always, there are a number of compliance “musts” to focus on, as well as items that can be addressed in 2018 to make 2019 a little easier. Determine Your Status as an Issuer The U.S. Securities and […]
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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Practitioner Publications
Tagged Board composition, Boards of Directors, Cybersecurity, Disclosure, Diversity, Engagement, ESG, Executive Compensation, Financial reporting, Form 10-K, Proxy disclosure, SEC, Securities regulation, Shareholder proposals, Shareholder voting, Virtual meetings
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Testimony on Oversight of the U.S. Securities and Exchange Commission
Chairman Crapo, Ranking Member Brown and Senators of the Committee, thank you for the opportunity to testify before you today about the work of the U.S. Securities and Exchange Commission (SEC or Commission or Agency). Chairing the Commission is a great privilege, and I am fortunate to be able to observe firsthand the incredible work […]
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Posted in Accounting & Disclosure, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Audits, Brexit, Capital formation, Cybersecurity, Engagement, Institutional Investors, Investor protection, LIBOR, Proxy voting, Risk management, Sarbanes–Oxley Act, SEC, SEC enforcement, SEC rulemaking, Securities enforcement, Securities regulation
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The Implementation of Corporate Governance in Pre-IPO Companies
We recently published a paper on SSRN, Scaling Up: The Implementation of Corporate Governance in Pre-IPO Companies, that examines the process by which startup companies implement corporate governance systems. An effective system of corporate governance is considered critical to the proper oversight of companies. While companies are required to have a reliable corporate governance system […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Executive Compensation, Securities Regulation
Tagged Board independence, Boards of Directors, Capital formation, Executive Compensation, IPOs, Management, Private firms, Public firms, Securities regulation, Venture capital firms
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Preparing for the 2019 Proxy Season: Practical Guidance for Directors and Board Committees
Corporate governance circles are abuzz with discussions about board refreshment, sustainability proposals and the repercussions of the #MeToo movement, among other hot topics. For most companies, however, these topics do not warrant immediate reactions. This post summarizes our recommendations and observations of emerging trends for the 2019 proxy season in response to the recent focus […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications
Tagged Board turnover, Boards of Directors, Disclosure, Engagement, ESG, Executive Compensation, Proxy season, Proxy voting, Shareholder proposals, Shareholder voting, Sustainability
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The Misguided Attack on Common Ownership
We have posted to SSRN a presentation titled The Misguided Attack on Common Ownership. The document is based on the slides we prepared for presentation by one of us at FTC hearing on common ownership that took place last week. The slides discuss the implications of our research work—Bebchuk, Cohen, and Hirst, The Agency Problems […]
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Posted in Academic Research, HLS Research, Institutional Investors, Securities Regulation
Tagged Agency costs, Engagement, FTC, Fund managers, Incentives, Index funds, Institutional Investors, Program on Corporate Governance, Securities regulation, Shared ownership, Stewardship
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The Causal Effect of Corporate Governance on Employee Satisfaction
Politicians, business lawyers, institutional investors, and academics in the field of finance are currently debating the corporate purpose beyond shareholder wealth maximization. United States Senator Elizabeth Warren has introduced the “Accountable Capitalism Act” in August 2018, which requires changes to the corporate governance of large corporations and forces companies to increase their focus on the […]
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Posted in Academic Research, Accounting & Disclosure, Comparative Corporate Governance & Regulation, Corporate Social Responsibility, Empirical Research
Tagged Corporate Social Responsibility, Human capital, Long-Term value, Shareholder primacy, Shareholder proposals, Shareholder rights, Shareholder value, Short-termism, Stakeholders, Sustainability
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