-
Supported By:
Subscribe or Follow
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
Peer Selection and the Wisdom of the Crowd: Considerations for Companies and Investors
Peer groups form the bedrock of many company pay-setting exercises. Benchmarking CEO pay to a target value, typically the median pay of a group of “peer” companies, is a standard practice used by compensation committees; more than 97 percent of S&P 500 companies disclose benchmarking peer groups. And while there was once significant skepticism among […]
Click here to read the complete post
Posted in Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Benchmarks, Executive Compensation, ISS, Management, Pay for performance, Peer effects, Peer groups, Say on pay
Comments Off on Peer Selection and the Wisdom of the Crowd: Considerations for Companies and Investors
The Missing Profits of Nations
Perhaps the most striking development in tax policy throughout the world over the last few decades has been the decline in corporate income tax rates. Between 1985 and 2018, the global average statutory corporate tax rate has fallen by more than half, from 49% to 24%. In 2018, most spectacularly, the United States cut its […]
Click here to read the complete post
Posted in Academic Research, Empirical Research, International Corporate Governance & Regulation
Tagged EU, Europe, Globalization, Incentives, International governance, Profitability, Tax avoidance, Taxation
Comments Off on The Missing Profits of Nations
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 […]
Click here to read the complete post
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
Comments Off on Political and Social Issues in the Boardroom: Examples from the Gun Industry
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 […]
Click here to read the complete post
Posted in Accounting & Disclosure, Executive Compensation, Practitioner Publications
Tagged Compensation disclosure, Compensation ratios, Executive Compensation, Human capital, Management
Comments Off on The Highest-Paid CEO by U.S. State
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 […]
Click here to read the complete post
Posted in Academic Research, Empirical Research, International Corporate Governance & Regulation
Tagged Business groups, Commodities, Firm performance, International governance, Market efficiency, Market reaction, Risk, Shocks
Comments Off on Business Groups and Firm-Specific Stock Returns
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 […]
Click here to read the complete post
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
Comments Off on Web-Delivery of Shareholder Reports
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 […]
Click here to read the complete post
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
Comments Off on Chairman Clayton Testimony on the Oversight of the SEC
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. […]
Click here to read the complete post
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
Comments Off on REIT M&A in a Complex Market
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 post