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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
The Effect of Institutional Ownership Types On Innovation and Competition
In common ownership, the type of the common owner institution matters. Institutional ownership of firms has seen a marked rise in the past few decades, with average institutional ownership share of a firm rising from 20% to 30% in the 1980s to over 65% of the total by the 2010s, with residual retail ownership correspondingly […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Institutional Investors, Mergers & Acquisitions
Tagged Common ownership, Innovation, Institutional Investors, Investor horizons, Long-Term value, Mergers & acquisitions, Ownership, Ownership structure, Patents, Peer groups, Short-termism
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Smaller Reporting Companies and XBRL
The SEC has long recognized that smaller issuers should be subject to somewhat less stringent disclosure standards than larger companies. The SEC has referred to this as “scaled disclosure” and has embodied the idea in a series of rules for smaller reporting companies, or SRCs. The SEC has adopted final rules to expand the availability […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation
Tagged Disclosure, Financial reporting, Regulation S-K, SEC, SEC rulemaking, Securities regulation, Small firms
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The UK Corporate Governance Code
The Financial Reporting Council today [July 16, 2018] issued a revised corporate governance code and announced that a revised investor stewardship code will be issued before year-end. The code and related materials are available at www.frc.org.uk. The revised code contains two provisions that will be of great interest. They will undoubtedly be relied upon in […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, International Corporate Governance & Regulation, Practitioner Publications
Tagged Boards of Directors, Corporate governance, Corporate Social Responsibility, ESG, International governance, Shareholder primacy, Stakeholders, Stewardship, UK
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Do Foreign Investors Improve Market Efficiency?
One of the key purposes of financial markets is to efficiently allocate capital to the real sector. Foreign investors have emerged as an important force in this process. As globalization has increased, financial markets have witnessed substantial inflows of capital from foreign investors. The empirical literature has studied the consequences of financial market liberalization for […]
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Posted in Academic Research, International Corporate Governance & Regulation
Tagged Globalization, Information environment, International governance, Market efficiency, Market reaction
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2018 Investor Corporate Governance Report
The CMi2i 2018 Annual Investor Corporate Governance Report surveyed institutional shareholders representing $8 trillion of Assets under Management (“AUM”). The objective of the report is to find out which Environmental, Social and Governance (“ESG”) areas they believe will be key issues of focus in 2018 and beyond, and the impact of this on shareholder behaviour. […]
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Posted in Boards of Directors, Institutional Investors, Practitioner Publications
Tagged Board independence, Boards of Directors, Corporate culture, ESG, Human capital, Institutional Investors, Shareholder proposals
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Supreme Court Ruling on SEC-Appointed Judges
On June 21, 2018, the Supreme Court ruled in Lucia v. SEC that Securities and Exchange Commission Administrative Law Judges (ALJs) are “officers” for the purposes of the Constitution’s Appointments Clause. Because, at the time he heard the case, the ALJ’s appointment was not consistent with that clause, it was deemed unconstitutional and the administrative […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged ALJs, Dodd-Frank Act, SEC, SEC enforcement, Securities enforcement, Securities regulation, Supreme Court
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Are Institutional Investors with Multiple Blockholdings Effective Monitors?
Previous studies show that, unlike small dispersed shareholders, large shareholders have strong incentives to monitor management and take actions that increase firm value (Shleifer and Vishny, 1986; Demsetz and Lehn, 1985). Despite extensive research on the monitoring role of large shareholders, the literature has paid little attention to the fact that institutions frequently serve as […]
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Posted in Academic Research, Corporate Elections & Voting, Empirical Research, Institutional Investors
Tagged Blockholders, Executive performance, Executive turnover, Information environment, Institutional Investors, Institutional monitoring, Long-Term value, Oversight, Ownership, Shareholder activism, Shareholder value
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Delaware’s Voluntary Sustainability Certification Law
On June 27, 2018, Delaware Governor John Carney signed legislation enacting the Delaware Certification of Adoption of Transparency and Sustainability Standards Act (the “Act”), which will become effective on October 1, 2018. The Act, which is the first of its kind, represents Delaware’s initiative to support sustainability practices by providing Delaware-governed entities a platform for […]
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Posted in Accounting & Disclosure, Corporate Social Responsibility, Practitioner Publications
Tagged Corporate Social Responsibility, Delaware law, Disclosure, Environmental disclosure, ESG, Sustainability, Voluntary Disclosure
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An Empirical Comparison of Insider Trading Enforcement in Canada and the US
Canadian and American securities market regulators have differing approaches to enforcement. Canadian securities law is largely driven by provincial or territorial legislation and implemented by the jurisdiction’s respective securities commissions. In contrast, the American development of securities law is driven by the federal Securities and Exchange Commission (SEC), with state regulators taking a secondary role. […]
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Posted in Academic Research, Empirical Research, International Corporate Governance & Regulation, Securities Litigation & Enforcement
Tagged Canada, Insider trading, International governance, SEC, SEC enforcement, Securities enforcement
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State Treasurers’ Opposition Against Forced Arbitration or Class Action Waivers in Shareholder Agreements
Dear Chairman Clayton: As a bipartisan coalition of State Treasurers from across the country, we recognize the dire fiscal matters that face our nation and understand the pitfalls that imperil the financial security of American investors. As institutional investors ourselves, we observe the critical importance of rigorous enforcement of the state and federal securities laws. […]
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Posted in Institutional Investors, Legislative & Regulatory Developments, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Accountability, Arbitration, Class actions, Institutional Investors, Investor protection, Pension funds, Public finance, SEC, Shareholder rights, Transparency
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