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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
Beaches 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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An Investor Consensus on U.S. Corporate Governance & Stewardship Practices
The ISG, as a private initiative wholly independent of any regulatory body, was formed to bring together all types of investors to establish a framework of fundamental standards of investment stewardship and corporate governance for U.S. institutional investor and boardroom conduct. The Investor Stewardship Group (ISG) is a collective of some of the largest institutional […]
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Firms are legally obligated to operate within the standards of their operating jurisdictions. Even so, and despite the fact that firms spend substantial capital in order to stay within this legal framework, infractions occur. While many of these infractions are settled privately, a large number do make it into the court system to be adjudicated. […]
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Posted in Academic Research, Empirical Research, Securities Litigation & Enforcement
Tagged Jurisdiction, Public perception, Reputation, Securities litigation
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The Uncertain Role of IPOs in Future Securities Class Actions
Though IPO-related class actions accounted for just four percent of all securities class actions over the past decade, according to ISS Securities Class Action Services (SCAS) data, much ink has been spilled in recent months over whether the U.S. Securities and Exchange Commission (SEC) might bar IPO-related lawsuits in lieu of arbitration. Supporters of arbitration […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement
Tagged Arbitration, Class actions, IPOs, Public firms, SEC, Securities litigation, Shareholder suits, Tech companies
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The Impact of DOL Guidance on ESG-Focused Plans
Last week the U.S. Department of Labor (DOL) issued a bulletin (the Bulletin) on its prior interpretations related to considerations of ESG factors by ERISA plan fiduciaries. Since then there has been some speculation that perhaps the positions outlined in the Bulletin would act as a speed bump to the increasing focus by investors on […]
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Posted in Corporate Elections & Voting, Corporate Social Responsibility, Institutional Investors, Practitioner Publications
Tagged Asset management, Corporate Social Responsibility, DOL, Engagement, ERISA, ESG, Fiduciary duties, Institutional Investors, Investment advisers, Proxy voting
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Bid Anticipation, Information Revelation, and Merger Gains
A large body of research documents that market reactions to takeover announcements are, on average, neutral or even slightly negative for acquirers. This evidence presents a value-creation puzzle: Why do acquirers pursue takeovers if they do not overtly benefit from the deals? The puzzle seems to contradict both the common assumption that acquirers are value-maximizers […]
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Posted in Academic Research, Empirical Research, Mergers & Acquisitions
Tagged Efficiency, Information environment, Market reaction, Mergers & acquisitions, Shocks, Takeovers, Target firms
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The Future of Merger Litigation in Federal Courts?
In January 2016, the Delaware Chancery Court issued its decision in In re Trulia, Inc. Stockholders Litigation, which announced that the court would approve “disclosure only” settlements that had become commonplace in M&A transactions only if the supplemental disclosures provided to a company’s stockholders in connection with those settlements were “plainly material.” Since that decision, […]
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Posted in Accounting & Disclosure, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Disclosure, Exchange Act, Materiality, Merger litigation, Mergers & acquisitions, Rule 10b-5, Securities Act, Settlements, U.S. federal courts
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CEO Attributes, Compensation, and Firm Value: Evidence from a Structural Estimation
Researchers and regulators have long been interested in understanding chief executive officer (CEO) compensation contracts. This interest comes from the relatively large size of CEO compensation, in relation to other firm employees, and because of the important role the CEO has in running a firm. A striking finding is that variation in both the size […]
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Posted in Academic Research, Boards of Directors, Empirical Research, Executive Compensation
Tagged Agency costs, Boards of Directors, Compensation ratios, Executive Compensation, Firm valuation, Management, Manager characteristics, Risk-taking, Shareholder value
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