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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
Managing the Narrative: Investor Relations Officers and Corporate Disclosure
Although investor relations officers (IROs) play an important role in managing corporate communications with important stakeholders and in helping their companies achieve an appropriate valuation, the academic literature on investor relations is only in its early stages. IROs are responsible for communicating with the investment community and shaping the company narrative. As a result, IROs […]
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Posted in Academic Research, Accounting & Disclosure, Institutional Investors
Tagged Disclosure, Earnings announcements, Engagement, Institutional Investors, Investor relations officers, Regulation FD, Shareholder communications, Surveys
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Lazard’s Review of Shareholder Activism—2018 3Q YTD
Key Observations on the Activist Environment through 3Q 2018 Record Level of Companies Targeted Activists targeted 174 companies in the first three quarters of 2018, surpassing 169 companies targeted in all of 2017 26% more campaigns initiated YTD over 2017 YTD, representing capital deployment of $53.8bn, in-line with 2017 YTD levels Nonetheless, 3Q witnessed a […]
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Posted in Boards of Directors, Institutional Investors, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Europe, Hedge funds, Institutional Investors, International governance, Mergers & acquisitions, Shareholder activism
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Insider Trading and the Integrity of Mandatory Disclosure
For decades, two theories have shaped insider trading regulation. The first argues that insider trading should be prohibited because unequal access to information corrupts the integrity of markets. The second views trading on inside information as misappropriating property belonging to the corporation. Neither approach is entirely satisfying. The market integrity theory does not address the […]
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Posted in Academic Research, Accounting & Disclosure, Comparative Corporate Governance & Regulation, Securities Litigation & Enforcement, Securities Regulation
Tagged Disclosure, Information environment, Inside information, Insider trading, Market efficiency, Property rights, Rule 10b-5, SEC, SEC enforcement, Securities enforcement, Securities regulation, Voluntary Disclosure
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Cybersecurity Disclosure Benchmarking
Boards, executives, investors, regulators and other governance stakeholders have expressed growing interest in understanding how companies guard against, plan for and respond to cybersecurity incidents. As cybersecurity threats evolve and risks become more complex and widespread, focus on corporate disclosures in public filings on the subject likely will intensify. Cybersecurity crime is an increasing threat […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Cybersecurity, Disclosure, Institutional Investors, Oversight, Proxy advisors, Risk assessment, Risk disclosure, Risk management, Securities regulation
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Reforming Director’s Long-Term Duties in the EU
The European Commission has taken up the debate on the obligations of company directors and will be analysing if they should be clarified at an EU level. This commitment is included in their Action Plan on Sustainable Finance aimed at transforming Europe’s economy and financial system into a sustainable one. The Commission seeks to attenuate […]
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Posted in Boards of Directors, Corporate Social Responsibility, International Corporate Governance & Regulation, Practitioner Publications
Tagged Boards of Directors, Corporate Social Responsibility, Environmental disclosure, ESG, EU, Europe, International governance, Long-Term value, Sustainability
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Proxy Access Proposals
In our fourth annual review of proxy access practices, we explore recent developments relating to adopt” and “fix-it” shareholder proposals, headline and key second-tier terms and amendments to adopted by-laws. Proxy Access—The March Forward Continues but at a Slower Pace The proxy access adoption trend continued in 2018, although at a more modest pace. An additional 53 […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Advanced notice, Boards of Directors, Charter & bylaws, Institutional Investors, Proxy access, Proxy voting, Shareholder nominations, Shareholder proposals, Shareholder rights, Shareholder voting, Surveys
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Weekly Roundup: October 12-18, 2018
Were Reports on the Demise of the Universal Proxy Premature? Posted by Cydney Posner, Cooley LLP, on Friday, October 12, 2018 Tags: Boards of Directors, Director nominations, Proxy contests, Proxy voting, SEC, Securities regulation, Shareholder voting, Universal proxy ballots SEC Sanctions Investment Firm for Inadequate Cybersecurity and Identity Theft Prevention Policies Posted by Sabastian V. Niles, Marshall L. Miller, and Jeohn Salone Favors, Wachtell, […]
Click here to read the complete postMaking Sense of the Current ESG Landscape
The question whether a public for-profit company can “do good” and make money at the same time has never been more relevant. Public companies are being bombarded with messages, requests and demands around “ESG”—environmental, social and governance—matters. These come from shareholders, asset managers, special interest groups, activist investors, private equity funds, ESG rating firms, trade […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, Corporate Social Responsibility, Institutional Investors, Practitioner Publications
Tagged Corporate Social Responsibility, Environmental disclosure, ESG, Hedge funds, Institutional Investors, Proxy advisors, Shareholder activism, Shareholder primacy, Shareholder proposals, Shareholder voting
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