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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
Upcoming Uptick in Bank M&A Activity?
On March 14, 2018, the U.S. Senate approved the Economic Growth, Regulatory Relief and Consumer Protection Act, a bipartisan bill that would repeal or modify certain provisions of the Dodd-Frank Act and eliminate or ease a number of regulatory burdens on superregional, regional and large community banks. Under the act, which was adopted in 2010, […]
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Posted in Banking & Financial Institutions, Financial Regulation, Mergers & Acquisitions, Practitioner Publications
Tagged Banks, Capital requirements, Dodd-Frank Act, Financial institutions, Financial regulation, Liquidity, Mergers & acquisitions, SIFIs, Stress tests
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The Demand Review Committee: How it Works, and How it Could Work Better
In Delaware, stockholder derivative litigation follows a familiar path. The plaintiff files a complaint, alleging that demand is futile. The defendants move to dismiss under Court of Chancery Rule 23.1, arguing that the plaintiff failed to make a demand on the board of directors to bring the suit on behalf of the corporation. The motion […]
Click here to read the complete postIndependent Directors: New Class of 2017
Companies are continuing to bring fresh and diverse perspectives into the boardroom and to enhance alignment of board composition with their forward-looking strategies. In our second annual report, we share the results of our analysis of independent directors who were elected by shareholders to the board of a Fortune 100 company for the first time […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged Board composition, Board independence, Board tenure, Boards of Directors, Director qualifications, Director tenure, Disclosure, Diversity
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Compensation Committee Outlook: Staying Nimble in 2018
Pearl Meyer offers its annual Top Five issues for compensation committees. Boards are considering the impact and reacting to the changes brought about by tax reform, diminishing regulation, shifts in political and cultural norms, and an ongoing acceleration of change in business environments. Individually and collectively these factors are demanding that boards be alert and […]
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Posted in Accounting & Disclosure, Boards of Directors, Executive Compensation, Practitioner Publications
Tagged Boards of Directors, Clawbacks, Compensation committees, Compensation guidelines, Compensation ratios, ESG, Executive Compensation, Incentives, Pay for performance, Section 162(m), Taxation, Tech companies
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SEC Rules and Guidance for Investment Advisers Standard of Conduct
On April 18, 2018, following a two-hour open meeting, the U.S. Securities and Exchange Commission (the “SEC”) voted 4-1 to issue the Standards of Conduct for Investment Professionals Rulemaking Package, which is roughly 1,000 pages long and comprises three releases, one of which is a proposed interpretation and two of which are proposed rules regarding […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation
Tagged Broker-dealers, Conflicts of interest, Disclosure, Duty of care, Fiduciary duties, Investment advisers, Investment Advisers Act, Investor protection, SEC, SEC rulemaking, Securities regulation
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The Investor Stewardship Group’s Governance Principles
In this post, we provide an overview of the Investor Stewardship Group (the “ISG”) Governance Principles and steps for public companies to consider when evaluating how the principles may be incorporated into their own disclosure and engagement priorities. The ISG’s website, including a link to the ISG Governance Principles, is available here. In January 2017, […]
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Posted in Boards of Directors, Corporate Elections & Voting, Corporate Social Responsibility, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Accountability, Board communication, Boards of Directors, Corporate Social Responsibility, Director qualifications, Diversity, Engagement, ESG, Europe, Institutional Investors, International governance, Long-Term value, Management, Shareholder rights, Shareholder voting, Stewardship, UK
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Rethinking Successor Criminal Liability, for the First Time
It’s axiomatic that the criminal justice system should punish corporations that commit crimes and not punish those that don’t. But when a criminal corporation reorganizes—whether by merging with others or spinning off lines of business—how can we tell which, if any, of the successors “committed” the predecessor’s crime? A lot turns on this question. Whether, […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Mergers & Acquisitions
Tagged Compliance and disclosure interpretation, Corporate crime, Corporate liability, Incentives, Liability standards, Management, Mergers & acquisitions, Misconduct, Public enforcement, Spinoffs, Succession
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Weekly Roundup: May 4-10, 2018
Corporate Purpose: ESG, CSR, PRI and Sustainable Long-Term Investment Posted by Martin Lipton, Wachtell, Lipton, Rosen & Katz, on Friday, May 4, 2018 Tags: Accountability, Boards of Directors, Corporate Social Responsibility, DOL, ERISA, ESG, International governance, Long-Term value, Risk oversight, Stewardship, Sustainability The Evolving Market for Retail Investment Services and Forward-Looking Regulation Adding Clarity and Investor Protection while Ensuring Access and Choice Posted by Jay Clayton, U.S. […]
Click here to read the complete postBeaches and Bitcoin: Remarks before the Medici Conference
Thank you, Vince [Molinari], for that kind introduction. I appreciate the opportunity to be here today. I must start with the standard disclaimer that my comments today reflect my own opinions and not necessarily those of the Commission or my fellow Commissioners. Back in Washington, DC, there has been a lot of talk about regulatory […]
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Posted in Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Bitcoin, Blockchain, Cryptocurrency, Financial technology, ICOs, Investor protection, Securities enforcement, Securities regulation
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Netflix Approach to Governance: Genuine Transparency with the Board
We recently published a paper on SSRN, Netflix Approach to Governance: Genuine Transparency with the Board, that explains the unique and innovative board practices of Netflix. The hallmark of good corporate governance is an independent-minded board of directors to oversee management and represent the interests of shareholders. Its primary responsibilities are to hire and replace […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation
Tagged Accountability, Board independence, Board oversight, Board performance, Boards of Directors, Corporate culture, Information asymmetries, Information environment, Netflix, Transparency
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