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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
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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From Duty to Power
A growing number of businesses aspire to be social enterprises, adopting a dual mission of generating profits for investors while also pursuing a greater good. Entrepreneurs and investors, especially younger millennials, want to make a decent living but in an organization they think makes the world a better place. New statutes, especially those creating an […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Securities Regulation
Tagged Accountable Capitalism Act, Benefit corporation, Boards of Directors, Corporate Social Responsibility, Incorporations, Management, Securities regulation, Shareholder voting, Stakeholders
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Machine Learning and Artificial Intelligence in Financial Services
Artificial intelligence and machine learning (for simplicity, we refer to these concepts together as “AI”) have been hot topics in the financial services industry in recent years as the industry wrestles with how to harness technological innovations. In its report on Nonbank Financials, Fintech, and Innovation released on July 31st, the Treasury Department (“Treasury”) generally […]
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Posted in Financial Regulation, Practitioner Publications, Securities Regulation
Tagged Algorithmic trading, Compliance and disclosure interpretation, Disclosure, Financial regulation, Financial technology, FINRA, Money laundering, Securities regulation, Transparency, Treasury Department
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Fake News: Evidence from Financial Markets
An increasing number of professional and retail investors obtain information about financial markets from knowledge sharing platforms. For example, a 2015 study by Greenwich Associates found that 48% of institutional investors use social media to “read timely news.” While crowd-sourced outlets can lower the cost of information acquisition and speed its dissemination, they also provide […]
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Posted in Academic Research, Accounting & Disclosure, Securities Litigation & Enforcement, Securities Regulation
Tagged Financial reporting, Information environment, SEC, SEC enforcement, Securities enforcement, Securities regulation, Social media
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Confronting a New Agency Problem
2016 Nobel Laureate Oliver Hart and Professor Luigi Zingales have recently published an article justifying companies’ pursuit of social objectives at the expense of profits from within the shareholder primacy framework. They argue that in cases in which shareholders have social preferences besides maximization of profits, the maximization of their welfare requires managers and the directors […]
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Posted in Academic Research, Accounting & Disclosure, Corporate Elections & Voting, Corporate Social Responsibility
Tagged Corporate Social Responsibility, Diversity, Engagement, Environmental disclosure, ESG, Shareholder power, Shareholder proposals, Shareholder voting
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Weekly Roundup: September 14-20, 2018
CEO Pay Trends Posted by Alex Knowlton, Equilar Inc., on Friday, September 14, 2018 Tags: Equity-based compensation, Executive Compensation, Firm performance, Incentives, Long-Term value, Management, Pay for performance, Performance measures, Say on pay Would a Shift to Semiannual Reporting Really Affect Short-Termism? Posted by Cydney Posner, Cooley LLP, on Friday, September 14, 2018 Tags: Accounting, Disclosure, Donald Trump, Earnings disclosure, Financial reporting, Form 10-K, Long-Term value, Regulation S-K, Reporting regulation, SEC, Securities regulation, Short-termism SEC No-Action Letters Related […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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