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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
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino
- Steven J. Williams
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
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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Freeze-Out Mergers
Do freeze-out mergers mitigate the free-rider problem of corporate takeovers? We revisit this fundamental question in our article Freeze-Out Mergers, which is forthcoming in the Review of Financial Studies. The ability of the market for corporate control to efficiently allocate resources is much debated. A seminal paper by Grossman and Hart (1980) argued that there […]
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Posted in Academic Research, Empirical Research, Mergers & Acquisitions
Tagged Controlling shareholders, Freezeouts, Going private, Market efficiency, Mergers & acquisitions, Minority shareholders, Private benefits of control, Takeovers, Tender offer
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My Beef with Stakeholders: Remarks at the 17th Annual SEC Conference, Center for Corporate Reporting and Governance
Good morning and thank you, Fram, for the kind introduction. Before I begin my remarks, I have to give my standard disclaimer, which is that my remarks reflect only my own views and not those of the Commission or my fellow Commissioners. I greatly appreciate the opportunity to be part of this conference. Last time […]
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Posted in Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Accountability, Board composition, Boards of Directors, Diversity, ESG, Fiduciary duties, Investor protection, Long-Term value, SEC, Securities regulation, Shareholder primacy, Stakeholders
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California Law Awaiting Governor’s Signature Exceeds State’s Jurisdiction
We previously reported that California made headlines this summer with legislative action that would institute gender quotas for boards of directors of public companies headquartered in the state. This first-of-its-kind measure has now been approved by both legislative chambers and may be signed by the Governor in the coming week. California’s commitment to increasing diversity […]
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Posted in Boards of Directors, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Board composition, Boards of Directors, California, Charter & bylaws, Diversity, Incorporations, Jurisdiction, SB 826, Securities regulation, State law
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Audit Committee Disclosures
The EY Center for Board Matters has reviewed voluntary proxy statement disclosures by Fortune 100 companies relating to audit committees and the audit since 2012. We examine and track these disclosures because of their value in informing investors about the important role that audit committees play in investor protection through their independent oversight of the […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications, Securities Regulation
Tagged Audit committee, Board composition, Boards of Directors, Director qualifications, Disclosure, External auditors, Financial reporting, Sarbanes–Oxley Act, Securities regulation, Transparency, Voluntary Disclosure
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