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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
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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2018 Annual Corporate Governance Review
We are pleased to present the 2018 Annual Corporate Governance Review. For the second year in a row, Georgeson partnered with Proxy Insight on the coordination of voting data and analytics. Proxy Insight was instrumental in sourcing the annual meeting and proxy voting data contained in this report. New This Year The 2018 report provides […]
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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Practitioner Publications
Tagged Boards of Directors, Compensation ratios, Executive Compensation, Proxy voting, Say on pay, Shareholder proposals, Shareholder voting
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Bebchuk-Hirst Study of Index Funds Wins IRRC Institute Prize
The IRRC Institute has announced that its 2018 annual investor research prize will be awarded to a study by Lucian Bebchuk and Scott Hirst, Index Funds and the Future of Corporate Governance: Theory, Evidence, and Policy. Upon announcing the study winning the $10,000 prize, the IRRC Institute’s Executive Director Jon Lukomnik described the study as making “a […]
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Posted in Academic Research, Program News & Events
Tagged Index funds, IRRC Institute, Program on Corporate Governance
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Manager Sentiment and Stock Returns
In this study, we investigate the asset pricing implications of manager sentiment, focusing on its predictability for future U.S. stock market returns. Intuitively, investors may simply follow managers’ sentiment in financial disclosures, even though this sentiment may not represent fully the underlying fundamentals of the firm. Hence, high manager sentiment may lead to speculative market […]
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Posted in Academic Research, Accounting & Disclosure
Tagged Disclosure, Financial reporting, Firm performance, Forecasting, Information environment, Management, Market reaction, Stock returns
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Corporate Governance Case Study: Tesla, Twitter, and the Good Weed
Perhaps no company in the world has the perception of its brand being tied to one person more than Tesla Inc. (Tesla) and its CEO and now former chairman of the board, Elon Musk. As at least one journalist phrased it, “Elon Musk is Tesla. Tesla is Elon Musk.” And Musk is not just the […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Boards of Directors, Disclosure, Elon Musk, Management, Oversight, Regulation FD, SEC, SEC enforcement, Securities enforcement, Securities fraud, Securities regulation, Settlements, Social media, Tesla
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CEO Transitions: Mitigating Risks and Accelerating Value Creation
CEO transitions have always been challenging, but never more so than in today’s environment. As a board governance, leadership consulting and search firm, Russell Reynolds Associates is asked regularly to conduct CEO searches and support long-term CEO succession planning. We advise our clients not to forget about transition planning as a distinct process that needs […]
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Posted in Boards of Directors, Practitioner Publications
Tagged Boards of Directors, Engagement, Executive turnover, Long-Term value, Management, Shareholder activism, Stakeholders, Succession
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SEC Rulemaking Over the Past Year, the Road Ahead and Challenges Posed by Brexit, LIBOR Transition and Cybersecurity Risks
Thank you Jason [Healey] for that kind introduction. For many, December is a time to reflect on the past year and to look forward to what the New Year may bring. I believe organizations also should mark milestones, take stock of what has been done and what needs to be done, and adjust course accordingly. […]
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Posted in Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Brexit, Capital formation, Cybersecurity, Investor protection, LIBOR, Proxy voting, SEC, SEC enforcement, SEC rulemaking, Securities enforcement, Securities regulation, Shareholder voting
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