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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
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
2018 CPA-Zicklin Index
Despite Sharp Attacks on Political Disclosure and Accountability, 2018 CPA-Zicklin Index Finds Companies Recognize its Importance Corporate political disclosure and accountability is holding firm despite strong counter-pressure from some elements in Congress and a leading business trade association. Indeed, the number of leading publicly held companies disclosing or restricting their spending and adopting board oversight […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation
Tagged Accountability, Boards of Directors, Charitable spending, Corporate Social Responsibility, Disclosure, Engagement, Political spending, Securities regulation, Transparency
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Effective Board Evaluation
Investors, regulators and other stakeholders are seeking greater board effectiveness and accountability and are increasingly interested in board evaluation processes and results. Boards are also seeking to enhance their own effectiveness and to more clearly address stakeholder interest by enhancing their board evaluation processes and disclosures. The focus on board effectiveness and evaluation reflects factors […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged Board evaluation, Board monitoring, Board oversight, Board performance, Boards of Directors, Long-Term value, Oversight
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Weekly Roundup: October 19-25, 2018
Proxy Access Proposals Posted by Stephen T. Giove, Arielle L. Katzman and Daniel Yao, Shearman & Sterling LLP, on Friday, October 19, 2018 Tags: Advanced notice, Boards of Directors, Charter & bylaws, Institutional Investors, Proxy access, Proxy voting, Shareholder nominations, Shareholder proposals, Shareholder rights, Shareholder voting, Surveys Reforming Director’s Long-Term Duties in the EU Posted by Claire Jeffwitz and Filip Gregor, Frank Bold, on Saturday, October 20, 2018 […]
Click here to read the complete postImproving Information for Investors in the Digital Age
Thank you, Ken [Bertsch], for that kind introduction. I would like to start out by thanking the Council of Institutional Investors for inviting me to speak with you. It is a pleasure to be here. I last spoke to you in May 2014 about “Building Momentum.” At the time, I was a rookie Commissioner. Now, […]
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Posted in Accounting & Disclosure, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Accounting, Accounting standards, Disclosure, Firm performance, Information asymmetries, Information environment, Investor protection, Securities regulation
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Powering Preemptive Rights with Presubscription Disclosure
In a paper recently posted on SSRN, Powering Preemptive Rights with Presubscription Disclosure, I put forward a proposal to make preemptive rights more effective: requiring the controller of a firm to disclose its subscription decision before outside investors decide their own. Most corporations around the world have a controller: control is concentrated in the hands […]
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Posted in Academic Research, Accounting & Disclosure, Comparative Corporate Governance & Regulation
Tagged Controlling shareholders, Equity offerings, Minority shareholders, Preemptive rights, Private firms, Shareholder rights, Shareholder voting, Tunneling
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CEO Succession Practices in the S&P 500
According to a new report by The Conference Board, the exceptional longevity of the bull market that followed the Great Recession appears to have stretched leadership tenures at large U.S. public companies, resulting in a higher average CEO age. The study, CEO Succession Practices: 2018 Edition, annually documents and analyzes chief executive officer succession events […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Practitioner Publications
Tagged Boards of Directors, Diversity, Executive performance, Executive turnover, Firm performance, Management, Succession
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Trademarks in Entrepreneurial Finance
Trademarks are an important determinant of the economic value created by firms. A trademark is a word, symbol, or other signifier used to distinguish a good or service produced by one firm from the goods or services of other firms. Firms use trademarks to differentiate their products from those of other firms, reduce search costs […]
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Posted in Academic Research, Accounting & Disclosure, Private Equity
Tagged Entrepreneurs, Firm valuation, Information environment, Intellectual property, IPOs, Private equity, Trademarks, Venture capital firms
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Tokens and the Extraterritorial Reach of US Securities Laws
Token issuers often sell their securities offshore and consider such sales to be exempt from US securities regulation. But this raises the question of location—are the token sales in fact outside the US for securities law purposes? In In re Tezos Securities Litigation , a class action lawsuit brought by investors alleging that the tokens sold in […]
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Posted in International Corporate Governance & Regulation, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Blockchain, Class actions, Cryptocurrency, Exchange Act, Financial technology, ICOs, Innovation, International governance, Jurisdiction, Securities regulation, Shareholder suits
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Open Letter: Commonsense Corporate Governance Principles 2.0
A little more than two years ago, we published the Commonsense Principles of Corporate Governance That work represented a collaborative effort—a search for common ground—by representatives of some of America’s largest corporations and institutional investors. We said then, and it is no less true today, that the long-term prosperity of millions of American workers, retirees […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Board composition, Board leadership, Boards of Directors, Commonsense Principles, Executive Compensation, Fund managers, Institutional Investors, Long-Term value, Management, Public firms, Shareholder rights, Short-termism, Transparency
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