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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: Do Institutional Investors Really Promote Anti-Competitive Behavior?
Common ownership, sometimes referred to as horizontal shareholding, is a term that reflects the investment practice of many institutional investors (which we define here to be both asset owners and asset managers) to hold investment positions in more than one company competing in the same sector. Its developing ubiquity stems from the growing share of […]
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Posted in Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Antitrust, Common ownership, Incentives, Institutional Investors, Long-Term value, Market efficiency, Ownership, Shared ownership, Shareholder rights, Shareholder value
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2018 Year-End Issues for Audit Committees
In the current year, audit committees have played a vital role in navigating evolving oversight challenges and stakeholder expectations related to a number of developments, including new accounting standards, tax reform implementation, trade policy shifts, technology’s impact on the company’s risk profile and finance function, and regulatory developments concerning cybersecurity disclosures and the auditor’s reporting […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications, Securities Regulation
Tagged Accounting, Audit committee, Board oversight, Board performance, Boards of Directors, Corporate culture, Disclosure, Financial reporting, Risk management, SEC, Securities regulation, Taxation
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Spotlight on Boards
The ever-evolving challenges facing corporate boards prompt an updated snapshot of what is expected from the board of directors of a major public company—not just the legal rules, but also the aspirational “best practices” that have come to have equivalent influence on board and company behavior. Today, boards are expected to: Oversee corporate strategy and […]
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Posted in Boards of Directors, Institutional Investors, Practitioner Publications
Tagged Board leadership, Boards of Directors, Engagement, ESG, Executive Compensation, Executive performance, Incentives, Management, Oversight, Risk, Risk management, Shareholder activism, Sustainability
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Online Digital Token Platforms as National Securities Exchanges
Until November 8, 2018, the enforcement actions of the U.S. Securities and Exchange Commission (SEC) in the digital token (aka cryptocurrency) space have primarily focused on the primary issuances of tokens. However, on November 8, 2018, the SEC announced in an order (the “Order”) that it had settled charges against Zachary Coburn, the founder of […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Blockchain, Compliance and disclosure interpretation, Cryptocurrency, Exchange Act, Financial technology, FINRA, SEC, SEC enforcement, Securities enforcement, Securities regulation, Settlements
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PLX, Burden of Proof for Damages, and the Internal Logic of Delaware Law
In his recent PLX decision, Delaware’s Vice-Chancellor (VC) Travis Laster refused to award monetary recovery on the grounds that plaintiffs did not carry their burden of proof on damages. In this short comment, I argue that the burden of proof should not have been on the plaintiffs: once VC Laster found a breach of fiduciary […]
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Posted in Academic Research, Boards of Directors, Court Cases, HLS Research, Mergers & Acquisitions, Securities Litigation & Enforcement
Tagged Boards of Directors, Delaware cases, Delaware law, Fairness review, Fiduciary duties, Merger litigation, Mergers & acquisitions
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Proxy Voting and the Future of Corporations
A significant debate has developed in recent months regarding the purpose and future of corporations, the primacy of shareholder interests, and the role of the regulatory environment. The outcome could have a lasting impact on public companies. A recently released framework for public discussion in the British Academy, “The Future of the Corporation: Towards Humane […]
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Posted in Corporate Elections & Voting, Corporate Social Responsibility, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications, Securities Regulation
Tagged Corporate Social Responsibility, Institutional Investors, Institutional voting, International governance, Long-Term value, Proxy voting, SEC, Securities regulation, Shareholder activism, Shareholder value, Shareholder voting
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Weekly Roundup: November 23-29, 2018
The Effects of CEO Ownership on Total Shareholder Return Posted by Jessica Phan, Equilar, Inc., on Friday, November 23, 2018 Tags: Compensation ratios, Equity-based compensation, Executive Compensation, Firm performance, Management, Ownership, Shareholder value, TSR Retail, Remedies, Resources and Results: Observations From the SEC Enforcement Division 2018 Annual Report Posted by Robin Bergen, Matthew Solomon, and Alexis Collins, Cleary Gottlieb Steen & Hamilton LLP, on Saturday, November 24, 2018 […]
Click here to read the complete postDelaware Law Status of Bylaws Regulating Litigation of Federal Securities Law Claims
As one commentator recently observed, “There has been renewed interest in whether the SEC should allow a U.S. company to conduct a registered initial public offering if its bylaws require shareholders to arbitrate federal securities claims.” Responding to that interest, SEC Chairman Jay Clayton correctly observed that the validity of such bylaws “involves our securities […]
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Posted in Academic Research, Legislative & Regulatory Developments, Securities Litigation & Enforcement, Securities Regulation
Tagged Attorneys' fees, Charter & bylaws, Contracts, Delaware articles, Delaware law, DGCL, DGCL Section 102, Fee-Shifting, Forum selection, Incorporations, Rule 10b-5, SEC, Securities litigation, Securities regulation, Shareholder suits, State law
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The Shift from Active to Passive Investing: Potential Risks to Financial Stability?
A massive shift is underway in the $80 trillion global asset-management industry. Investors have moved trillions of dollars in the past couple of decades from active investment strategies, which involve selecting assets to try to outperform a benchmark, to “passive” or “indexing” strategies that aim to replicate a benchmark. In the U.S., assets in passive […]
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Posted in Academic Research, Empirical Research, Institutional Investors
Tagged Asset management, Exchange-traded funds, Index funds, Institutional Investors, Liquidity, Market conditions, Market reaction, Mutual funds, Risk, Shocks, Stock performance
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The Realities of Robo-Voting
New research from the American Council for Capital Formation identifies a troubling number of assets mangers that are automatically voting in alignment with proxy advisor recommendations, in a practice known as “robo-voting.” This trend has helped facilitate a situation in which proxy firms are able to operate as quasi-regulators of America’s public companies, despite lacking […]
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Posted in Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Asset management, Capital formation, Capital markets, Fund managers, Glass Lewis, Institutional Investors, Institutional voting, ISS, Ownership, Proxy advisors, Proxy voting, SEC, Securities regulation, Transparency
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