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HLS Faculty & Senior Fellows
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
Social Contagion and the Survival of Diverse Investment Styles
There is evidence of social contagion of investment behavior in financial markets that does not derive from rational information processing. Given recent developments in information technology and the growth of social networks, it is important to incorporate the influence of contagion via social interactions when studying economic and financial behavior. To better capture these dynamics, […]
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Posted in Academic Research, Empirical Research, Institutional Investors
Tagged Behavioral finance, Institutional Investors, Investor horizons, Market conditions, Peer groups, Social networks
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Weekly Roundup: March 25-31, 2022
The Logic and Limits of the Federal Reserve Act Posted by Lev Menand (Columbia University), on Friday, March 25, 2022 Tags: Banks, Central banking, Federal Reserve, Financial institutions, Financial regulation, Monetary policy, Shadow banking Board Leadership and Performance in a Crisis Posted by Rusty O’Kelley, Rich Fields, and Laura Sanderson, Russell Reynolds Associates, on Friday, March 25, 2022 Tags: Board communication, Board performance, Boards of Directors, Corporate culture, Cybersecurity, Risk, Risk […]
Click here to read the complete postStatement by Chair Gensler on Proposal on SPACs, Shell Companies, and Projections
Today [March 30, 2022], the Commission is considering a proposal to strengthen investor protections in special purpose acquisition companies (SPACs). I am pleased to support this proposal because, if adopted, it would strengthen disclosure, marketing standards, and gatekeeper and issuer obligations by market participants in SPACs, helping ensure that investors in these vehicles get protections […]
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Posted in Mergers & Acquisitions, Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Capital formation, Investor protection, IPOs, LLCs, Mergers & acquisitions, SEC, Securities regulation, SPACs, Special purpose vehicles
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The COVID-19 Pandemic’s Fleeting and Lasting Impact on Executive Compensation
The 2021 proxy season was dominated by COVID-19. Close to half of Standard & Poor (S&P) 500 companies took some type of COVID-19-related action in 2020, including base salary reductions, modifications to incentive plan targets, and the grant of special awards. Despite the significant upheaval in compensation, financial results, and stock price performance during 2020, […]
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Posted in Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged COVID-19, Executive Compensation, Incentives, Institutional Investors, Management, Proxy advisors, Proxy season, Say on pay, Shareholder voting
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Post-Pandemic? What to Look For in the 2022 Proxy Season
The wrenching Covid-19 pandemic is far from over, but investors will see something of a return to business as usual in the 2022 proxy season. Last year, most companies refrained from split performance years, discretionary awards, liquidity-focused metrics, and other pandemic-induced responses of 2020. This proxy season will revert toward the pre-pandemic focus on financial […]
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Posted in Corporate Elections & Voting, ESG, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged COVID-19, ESG, Executive Compensation, Human capital, Institutional Investors, Proxy advisors, Proxy season, Proxy voting, Say on pay, Shareholder voting
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2022 Proxy Season and Shareholder Voting Trends
Introduction The 2021 proxy season was unprecedented, with record support for shareholder proposals on environmental and social (E&S) issues, growing opposition to director elections, and significant support for governance proposals, especially at midsized and smaller companies. The season was unpredictable as well. Not only did institutional investors move faster than ever before to implement their […]
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Posted in Boards of Directors, Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Climate change, Diversity, Environmental disclosure, ESG, Human capital, Institutional Investors, Proxy voting, Shareholder proposals, Shareholder voting, Sustainability
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The SEC’s Short-Sale Experiment: Evidence on Causal Channels and on the Importance of Specification Choice in Randomized and Natural Experiments
In July 2004, the SEC announced a randomized experiment to study the effects of short-sale restrictions on securities markets. The experiment was announced as part of the short-sale regulations in Regulation SHO. In the experiment, the SEC suspended short-sale restrictions (price tests) for one-third of the firms (“pilot” firms) in the Russell 3000 Index (R3000), […]
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Posted in Academic Research, Empirical Research, Securities Regulation
Tagged Market efficiency, Regulation SHO, SEC, Securities regulation, Short sales
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Proxy Season 2022: Early Trends in Executive Compensation
The 2022 proxy season is now in full swing. Over the next two months, thousands of U.S. public companies will file proxy statements highlighting trends pertaining to their governance practices, including those related to executive compensation. In this post, Equilar examines a sample of early DEF14A proxy filings from Equilar 500 companies—the 500 largest U.S. […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Compensation disclosure, Compensation ratios, COVID-19, Diversity, ESG, Executive Compensation, Institutional Investors, Proxy season, Shareholder voting
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SPAC Disclosure of Net Cash Per Share: A Proposal for the SEC
In earlier posts on this blog here and here, we have summarized our research findings regarding the extent to which SPACs have dissipated substantial amounts of cash underlying their publicly held shares by the time they enter into a “deSPAC” merger. We further found that a SPAC’s pre-merger net cash per share is highly correlated […]
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Posted in Academic Research, Accounting & Disclosure, Mergers & Acquisitions, Securities Regulation
Tagged Accounting, Financial reporting, IPOs, Mergers & acquisitions, SEC, SEC rulemaking, Securities regulation, SPACs, Special purpose vehicles
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