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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
Business Groups and Firm-Specific Stock Returns
Measures of general and financial development tend to correlate positively with measures of firm-specific stock return volatility at the economy level (Morck et al. 2000). Lower firm-specific stock return volatility, in turn, is associated with less efficient capital allocation (Wurgler, 2000; Durnev et al., 2004; Morck et al., 2013). Business groups, collections of separately listed […]
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Posted in Academic Research, Empirical Research, International Corporate Governance & Regulation
Tagged Business groups, Commodities, Firm performance, International governance, Market efficiency, Market reaction, Risk, Shocks
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Web-Delivery of Shareholder Reports
On June 4, 2018, the Securities and Exchange Commission (“SEC”) adopted Rule 30e-3 (the “Rule”) to provide mutual funds, exchange-traded funds, closed-end funds and certain registered unit investment trusts covered by the rule (“Funds”) with a new option of internet-based “notice and access” delivery of annual and semi-annual shareholder reports, conditioned on delivery to investors […]
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Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Disclosure, Exchange-traded funds, Financial reporting, Mutual funds, SEC, Securities regulation, Shareholder communications
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The General Counsel as Key Corporate Social Responsibility Advisor
The general counsel’s ability to incorporate moral and ethical matters within her advice, and her accepted role as “wise counselor” to management, well-position her to be an important advisor to board and executive leadership on corporate social responsibility (“CSR”) matters. By its nature, CSR reflects the confluence of business performance; law and regulation; corporate governance; […]
Click here to read the complete postChairman Clayton Testimony on the Oversight of the SEC
Chairman Hensarling, Ranking Member Waters and members of the Committee, thank you for the opportunity to testify today [June 21, 2018] about the work of the U.S. Securities and Exchange Commission (SEC). With a workforce of over 4,500 staff in Washington and across our 11 regional offices, the SEC oversees, among other things (1) approximately […]
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Posted in Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Broker-dealers, Capital formation, Cryptocurrency, Cybersecurity, Disclosure, Engagement, Financial technology, ICOs, Investment advisers, Investor protection, SEC, Securities enforcement, Securities regulation, Shareholder voting, Small firms
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REIT M&A in a Complex Market
We offer some quick observations from recent REIT deal activity, with a more fulsome discussion in our attached updated playbook: N A V are the three most misunderstood letters in the REIT lexicon, often viewed doubly incorrectly as both a floor for what a sale process should yield, and an indicator of opportunities for activists. […]
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Posted in Boards of Directors, Mergers & Acquisitions, Practitioner Publications, Private Equity
Tagged Boards of Directors, Change in control, Merger litigation, Mergers & acquisitions, Private equity, REITs, Shareholder activism
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Gender Quotas on California Boards
California could become the first state in the nation to enact legislation promoting gender diversity in corporate boardrooms. On May 31, 2018, the State Senate of California passed a bill that would require public companies headquartered in California to comply with certain gender quota requirements with respect to board composition. The bill, if enacted, would […]
Click here to read the complete postA Public Option for Bank Accounts (or Central Banking for All)
Among the perks of being a bank is the privilege of holding an account with the central bank. Unavailable to individuals and nonbank businesses, central bank accounts pay higher interest than ordinary bank accounts. Payments between these accounts clear instantly; banks needn’t wait days or even minutes for incoming payments to post. On top of […]
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Posted in Academic Research, Banking & Financial Institutions, Financial Regulation
Tagged Banks, Capital markets, Central banking, Federal Reserve, Financial institutions, Financial regulation, Public interest
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Weekly Roundup: June 15-21, 2018
Highlights of Proposal to Simplify the Volcker Rule Posted by Katherine Mooney Carroll, Derek Bush and Hugh Conroy, Cleary Gottleib Steen & Hamilton LLP, on Friday, June 15, 2018 Tags: Accounting, Accounting standards, Banks, Compliance and disclosure interpretation, Federal Reserve, Financial institutions, Financial regulation, Foreign banks, Liquidity, Mutual funds, Proprietary trading Remarks to the SEC Investor Advisory Committee Posted by Jay Clayton, U.S. Securities and Exchange Commission, […]
Click here to read the complete postResponse to U.S. Senate Banking Committee
June 1, 2018 The Honorable Dean Heller Chairman Subcommittee on Securities, Insurance & Investment Senate Committee on Banking 324 Hart Senate Office Building Washington, DC 20510 Dear Chairman Heller, We received the letter dated May 9, 2018 regarding your review of the proxy advisory industry and the business practices of proxy advisory firms. We appreciate […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Conflicts of interest, Disclosure, Engagement, Exchange Act, Glass Lewis, Institutional Investors, Institutional voting, Investment advisers, Proxy advisors, Proxy season, Proxy voting, Rule 14a-2, Securities regulation, Transparency, US Senate
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The Federalization of Corporate Governance
In my recently published book, The Federalization of Corporate Governance (Oxford University Press 2018) (ISBN 978-0-19-993454-6), I explore this process of federalization in the United States from 1903 to the present. Clearly, the states, particularly Delaware, traditionally have been and continue as principal regulators of the sphere of corporate governance. Nonetheless, to an increasing degree, the […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Mergers & Acquisitions, Securities Litigation & Enforcement, Securities Regulation
Tagged Boards of Directors, Corporate governance, Delaware law, Legal systems, Mergers & acquisitions, SEC, Securities enforcement, Securities regulation, Shareholder proposals, Shareholder voting, State law
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