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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
The Economic Relevance and Ordinary Business Exclusion for Shareholder Proposals
Corp Fin has just released a new staff legal bulletin on shareholder proposals—we’re up to 14J—that once again examines the exclusions under Rules 14a-8(i)(5), the “economic relevance” exception, and 14a-8(i)(7), the “ordinary business” exception. Notably, these rules were also the subject of SLB 14I. More specifically, the new SLB provides guidance with regard to the […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Director compensation, Executive Compensation, Management, No-action letters, Rule 14a-8, SEC, Securities regulation, Shareholder proposals, Shareholder voting, SLB 14J
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Audit Process, Private Information, and Insider Trading
Our paper examines insider trading in conjunction with the audit process. Audit reports—and the requirement that public companies file audited financial statements—are a cornerstone of modern financial reporting. While it is generally accepted that financial statement audits mitigate agency conflicts, managers and directors (hereafter “corporate insiders”) are typically aware of the contents of the audit […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, Securities Regulation
Tagged Audit trail, Audits, Financial reporting, Form 10-K, Incentives, Information environment, Inside information, Insider trading, PCAOB, SEC, Securities regulation
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Lessons Learned from the CBS-NAI Dispute, Part VI: Board Access to Privileged Communications with Company Counsel
As described in a prior post, on May 14, 2018, certain members of the CBS board filed suit in Delaware seeking authorization to issue a special dividend intended to dilute the voting control of NAI, CBS’s controlling stockholder. The majority of the CBS board (other than three directors with ties to NAI) subsequently considered and […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications, Securities Litigation & Enforcement
Tagged Attorney-client privilege, Board communication, Boards of Directors, Controlling shareholders, Delaware law, Dividends, Inside counsel, Securities litigation, Special committees
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The Untenable Case for Keeping Investors in the Dark
The 2018 midterm elections with their record spending are over, but political spending by public companies remains under investors’ radar. In a paper recently placed on SSRN, The Untenable Case for Keeping Investors in the Dark, we seek to contribute to the heated debate on the disclosure of political spending by public companies. We show that […]
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Posted in Academic Research, Accounting & Disclosure, Comparative Corporate Governance & Regulation, HLS Research, Institutional Investors, Securities Regulation
Tagged Accountability, Citizens United v. FEC, Disclosure, Information environment, Institutional Investors, Political spending, Public firms, Rulemaking Petition on Corporate Political Spending, SEC, SEC rulemaking, Securities regulation, Shareholder rights, Transparency, Voluntary Disclosure
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The 2018 U.S. Spencer Stuart Board Index
In response to a variety of pressures—including an increasingly complex business environment with an unprecedented pace of change and disruption; a growing number and variety of business risks; and intensifying investor focus on the composition, diversity and quality of the boardroom—S&P 500 boards are reshaping, slowly. The 2018 U.S. Spencer Stuart Board Index (SSBI), our […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Practitioner Publications
Tagged Board composition, Board performance, Board turnover, Boards of Directors, Director nominations, Director qualifications, Diversity, Risk management, Surveys
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Private Equity Indices Based on Secondary Market Transactions
In recent decades, private equity has become an important asset class for institutional investors. A 2017 survey of institutional investors finds that 88% are invested in private equity, with nearly a third having an allocation greater than 10%. A typical private equity investment begins with capital commitments at the fund’s creation and ends with the […]
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Posted in Academic Research, Empirical Research, Institutional Investors, Private Equity
Tagged Buyouts, Capital markets, Fund performance, Institutional Investors, Private equity, Venture capital firms
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The SEC’s New Shareholder Proposal Guidance
On October 23, 2018, the Division of Corporation Finance (Staff) of the U.S. Securities and Exchange Commission (SEC) published Staff Legal Bulletin No. 14J (SLB 14J), which provides important guidance concerning shareholder proposals. Specifically, SLB 14J addresses: board analyses that may be provided in the context of certain “ordinary business” or “relevance” no-action requests; the […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Director compensation, Executive Compensation, No-action letters, Rule 14a-8, SEC, Securities regulation, Shareholder proposals, Shareholder voting, SLB 14J
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