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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
On Elon Musk, Donald Trump, and Corporate Governance
There was something Trumpian in Elon Musk’s tweet about taking Tesla private. “Am considering taking Tesla private at $420. Funding secured”, he boldly and succinctly announced on August 7, claiming that the necessary capital has been confirmed from the Public Investment Fund (PIF), the Saudi sovereign fund that is seeking to become the region’s largest […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Donald Trump, Elon Musk, Information environment, Investor protection, Market reaction, Rule 10b-5, SEC, SEC enforcement, Securities enforcement, Securities regulation, Social media, Tesla
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Corporate Governance Update: Shareholder Activism Is the Next Phase of #MeToo
As the #MeToo movement continues to make itself felt in all facets of American life, public company boards of directors that are newly focused on the issue of workplace harassment have seen corporate responses evolve. In recent months, many boards have overseen the addition of anti- harassment policies to corporate codes of conduct, the establishment […]
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Posted in Accounting & Disclosure, Boards of Directors, Institutional Investors, Practitioner Publications
Tagged #MeToo, Accountability, Board composition, Boards of Directors, Compensation ratios, Corporate culture, Diversity, Human capital, Institutional Investors, Misconduct, Risk management, Shareholder activism, Shareholder voting
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How Blockchain will Disrupt Corporate Organizations
Closed, hierarchical organizations have dominated political, economic and social life for the past several hundred years. Such organizations are characterized by (i) a centralized source of authority; (ii) a formal hierarchy with clearly differentiated functional “roles”; and, (iii) standardized operational systems and procedures dictated by the authority/hierarchy. This type of organization has exerted an enormous […]
Click here to read the complete postWeekly Roundup: September 21-27, 2018
Confronting a New Agency Problem Posted by Adi Libson (Bar-Ilan University), on Friday, September 21, 2018 Tags: Corporate Social Responsibility, Diversity, Engagement, Environmental disclosure, ESG, Shareholder power, Shareholder proposals, Shareholder voting Fake News: Evidence from Financial Markets Posted by Shimon Kogan (IDC Herzliya), Tobias Moskowitz (Yale School of Management), and Marina Niessner (AQR Capital Management), on Saturday, September 22, 2018 Tags: Financial reporting, Information environment, SEC, SEC enforcement, Securities enforcement, Securities […]
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Posted in Weekly Roundup
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Digital Tokens: No Such Thing as a Free Launch
The issuance of digital tokens in exchange for services rather than money still can constitute an offering of securities, according to findings recently made by the Securities and Exchange Commission in a settled enforcement action, In the Matter of Tomahawk Exploration LLC and David Thompson Laurance, Securities Act Rel. No. 33-10530, Exchange Act Rel. No. […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Blockchain, Capital formation, Cryptocurrency, Equity offerings, Howey test, ICOs, SEC, SEC enforcement, Securities enforcement, Securities fraud, Securities regulation
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Short-Changing Compliance
Our paper Short-Changing Compliance argues for a refashioning of the rules of director liability for failures of compliance oversight, the so-called Caremark standard, in light of changing patterns of executive and director compensation that create short-termist pressures to under-invest in compliance. We propose a regime of fact-finding and clawbacks that runs through an alternative dispute […]
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Posted in Academic Research, Boards of Directors, Executive Compensation
Tagged Agency costs, Board independence, Board oversight, Boards of Directors, Caremark, Clawbacks, Compliance & ethics, Director liability, Duty of care, Equity-based compensation, Executive Compensation, Fiduciary duties, Management
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Can the First Dutch Stewardship Code Encourage Investors to Act as Stewards
Introduction On July 3rd, 2018, Eumedion published the first Dutch Stewardship Code (the “Code”), following a public consultation launched in September 2017. The Code provides a set of principles for stewardship by asset owners and asset managers towards Dutch listed investee companies. Eumedion is a cooperative body of mainly Dutch institutional investors, although in recent […]
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Posted in Accounting & Disclosure, Boards of Directors, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Boards of Directors, Engagement, Institutional Investors, International governance, Long-Term value, Netherlands, Securities lending, Shareholder voting, Stewardship, Stewardship Code, UK
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Regulation A+ Offerings for Tokens: What is the SEC Waiting For?
In a recent article, we discussed why the Securities and Exchange Commission (“SEC”) and its staff (the “Staff”) continue to think most cryptocurrencies and other crypto assets (“tokens”) are securities at the time they are offered. If a token issuer plans to publicly offer and sell tokens that are securities, the offer and sale of […]
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Posted in Practitioner Publications, Securities Regulation
Tagged Blockchain, Capital formation, Cryptocurrency, Equity offerings, Howey test, JOBS Act, Regulation A, SEC, Securities regulation
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Employee Voice
Levels of engagement between public corporations and certain stakeholders have increased in recent decades. Shareholders more frequently address environmental, social, and governance matters and customers express their viewpoints at lower costs and with higher amplitude than ever before. Although companies are more regularly considering the perspectives of key external stakeholders, it is important that they […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, International Corporate Governance & Regulation
Tagged Boards of Directors, Corporate culture, Diversity, Engagement, Europe, Firm performance, Human capital, International governance, Management, Stakeholders, Surveys
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IRS Guidance on Section 162(m) Tax Reform
On August 21, 2018, the IRS issued Notice 2018-68, which provides initial guidance on two aspects of the amendments to Section 162(m) of the Internal Revenue Code made by the Tax Cuts and Jobs Act (TCJA): how to identify the expanded group of employees who are covered by new Section 162(m); and how a plan […]
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Posted in Accounting & Disclosure, Executive Compensation, Practitioner Publications
Tagged Compensation disclosure, Executive Compensation, Internal Revenue Code, Management, SEC, Section 162(m), Securities regulation, Tax Cuts and Jobs Act, Taxation
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