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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
Political and Social Issues in the Boardroom: Examples from the Gun Industry
Boards of directors are increasingly having to make difficult decisions arising from social or political issues. In today’s social media environment, companies can quickly find themselves facing consumer boycotts, targeted media campaigns, and other adverse publicity that could harm shareholder value. These threats may arise from the company’s product line or services, or more indirectly […]
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Posted in Boards of Directors, Corporate Elections & Voting, Corporate Social Responsibility, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Business judgment rule, Corporate Social Responsibility, Engagement, ESG, Institutional Investors, No-action letters, Proxy advisors, Reputation, Securities regulation, Shareholder activism, Shareholder proposals, Shareholder value, Shareholder voting, Stewardship
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The Highest-Paid CEO by U.S. State
The compensation of chief executive officers has been under the spotlight, particularly with the initial release of the CEO-to-median-worker pay ratio disclosure requirement. As a result, CEO compensation has been dissected further than ever before. However, shareholders may feel somewhat disconnected to this information due to the large, national scale. A closer-to-home, more intricate analysis […]
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Posted in Accounting & Disclosure, Executive Compensation, Practitioner Publications
Tagged Compensation disclosure, Compensation ratios, Executive Compensation, Human capital, Management
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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, […]
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