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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
Political, Social, and Environmental Shareholder Resolutions: Do they Create or Destroy Shareholder Value?
The increased use of politically-charged shareholder resolutions has garnered considerable attention in recent years, as shareholder meetings have become venues for discussion and debate regarding corporate positions and actions on issues of the day. Recent proxy seasons have seen corporate management being asked to address issues as diverse as deforestation, corporate clean energy goals, climate […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Corporate Social Responsibility, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Climate change, Corporate Social Responsibility, Environmental disclosure, ESG, Institutional Investors, Shareholder activism, Shareholder proposals, Shareholder voting, Sustainability
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Untangling the Tangled Web of Cybersecurity Disclosure Requirements: A Practical Guide
The consequences of a cybersecurity incident can be severe. The economic loss associated with an incident can often be compounded by reputational damage, loss of trade secrets, destruction of assets, operational impairment, lost revenue following the announcement of the cybersecurity incident and the expense of implementing remedial measures. The timing and content of any public […]
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Posted in Accounting & Disclosure, International Corporate Governance & Regulation, Practitioner Publications, Securities Regulation
Tagged Contracts, Cybersecurity, Disclosure, EU, Europe, GDPR, International governance, Regulation FD, Risk, Risk disclosure, SEC, SEC rulemaking, Securities regulation
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The Law and Finance of Initial Coin Offerings
The rise of new technologies is changing the way companies raise funds. Along with the increase of crowdfunding in recent years, the use of Initial Coin Offerings (ICOs) has emerged more recently as a new form to raise capital. Companies in the United States raised more than $4 billion in 2017 and over $6.3 billion […]
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Posted in Academic Research, Securities Regulation
Tagged Blockchain, Capital formation, Cryptocurrency, Equity offerings, Financial technology, ICOs, Securities regulation
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Don’t Blame Stock Markets for Peril of Short-Termism
The Business Roundtable, a prestigious organisation of the CEOs of the largest American companies, last week urged large public companies to stop telling investors what senior executives expect quarterly earnings will be. Their effort arises from the widespread belief that the scourge of market-driven short-termism is seriously damaging the American economy. Ending this quarterly earnings […]
Click here to read the complete postRemarks to the SEC Investor Advisory Committee
I’d like to start by extending a special welcome to the three individuals who have generously agreed to serve as new Committee members. Paul Maloney, Lydia Mashburn, and J.W. Verret, thank you for joining us. I look forward to your contributions to the important work of this Committee. I would also like to thank our […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Conflicts of interest, Cryptocurrency, Disclosure, ICOs, Investment advisers, Investor protection, Retail investors, SEC, SEC enforcement, Securities regulation
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Highlights of Proposal to Simplify the Volcker Rule
[On May 30, 2018], the Federal Reserve Board approved a 373-page notice of proposed rulemaking that represents a first step toward simplifying and clarifying the Volcker Rule. The other four agencies responsible for implementation are expected to approve the notice in the coming days. Below is a brief summary of the key headlines and proposals […]
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Posted in Banking & Financial Institutions, Financial Regulation, Practitioner Publications, Securities Regulation
Tagged Accounting, Accounting standards, Banks, Compliance and disclosure interpretation, Federal Reserve, Financial institutions, Financial regulation, Foreign banks, Liquidity, Mutual funds, Proprietary trading
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Weekly Roundup: June 8-June 14, 2018
Shareholder Battles at Telecom Italia Posted by Federica Soro, Glass, Lewis & Co., on Friday, June 8, 2018 Tags: Boards of Directors, EU, Europe, Institutional Investors, International governance, Italy, Shareholder activism, Shareholder proposals The Enforceability of Employment Arbitration Agreements Posted by Robert Atkins, Liza Velazquez and Maria Keane, Paul, Weiss, Rifkind, Wharton & Garrison LLP, on Friday, June 8, 2018 Tags: Arbitration, Class actions, DOJ, Labor markets, Supreme Court Five […]
Click here to read the complete postThe Big Thumb on the Scale: An Overview of the Proxy Advisory Industry
Proxy advisory firms have significant influence over the voting decisions of institutional investors and the governance choices of publicly traded companies. However, it is not clear that the recommendations of these firms are correct and generally lead to better outcomes for companies and their shareholders. We recently published a paper on SSRN (“The Big Thumb […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Institutional Investors, Securities Regulation
Tagged Boards of Directors, Glass Lewis, Institutional Investors, Institutional voting, ISS, Proxy advisors, Proxy voting, Shareholder activism, Shareholder rights, Shareholder voting
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The Main Street Investors Coalition is an Industry-Funded Effort to Cut Off Shareholder Oversight
Here’s a tip from a long-time Washington DC lawyer: the more folksy or patriotic the name of the group, the more likely that it is funded by people who are promoting exactly the opposite of what it is trying to pretend to be. And thus we have the Main Street Investors Coalition, which bills itself as […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, Corporate Social Responsibility, Institutional Investors, Practitioner Publications
Tagged Disclosure, Environmental disclosure, ESG, Index funds, Institutional Investors, Long-Term value, Oversight, Proxy voting, Retail investors, Shareholder proposals, Shareholder voting
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Board Ready: Shareholder Activism, Corporate Governance and the Hunt for Long-Term Value
As the spotlight on boards, management teams, corporate performance and governance intensifies, as articles like the Bloomberg and Fortune profiles of Elliott Management (“The World’s Most Feared Investor—Why the World’s CEOs Fear Paul Singer” and “Whatever It Takes to Win—How Paul Singer’s Hedge Fund Always Wins”) and other activist investors become required reading in every […]
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