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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 Christine Davine
- 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 Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Bringing the #MeToo Movement into the Boardroom
Maintaining a workplace environment free of discrimination, sexual harassment and other misconduct is critical to both the short-term productivity and long-term health of a business. Reports of sexual harassment allegations at public corporations can have material negative effects on stock price, with some corporations seeing double digit single day drops after accusations are made public. […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged Board composition, Board independence, Board turnover, Clawbacks, Derivative suits, Disclosure, General counsel, Management, Misconduct, Oversight, Reputation, Risk management, Risk oversight, Shareholder suits
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Collateral Damage
In a classic banking panic, holders of demand deposits want their cash back because they do not trust the value of the banks’ loan portfolios backing the deposits. Deposit insurance solves this problem. A banking panic in the current financial system is different. In the crisis of 2007-8 the holders of short-term debt, in the […]
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Posted in Academic Research, Banking & Financial Institutions, Bankruptcy & Financial Distress, Comparative Corporate Governance & Regulation, Financial Crisis
Tagged Bank debt, Bankruptcy, Banks, Bonds, Collateral, Financial crisis, Financial institutions, Financial regulation, Liquidity, Shadow banking, Sovereign debt
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Director Abstention as Material Information
The Delaware Supreme Court recently held that the reason a company’s founder and chairman had abstained on a vote to approve a merger was material information that should have been disclosed to the company’s stockholders. The court said that the abstaining director’s view that it was an inopportune time to sell the company and that […]
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Posted in Accounting & Disclosure, Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Delaware cases, Delaware law, Disclosure, Materiality, Merger litigation, Mergers & acquisitions
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Corporate Governance: On the Front Line of America’s Cyber War
Thank you so much, David, for that kind introduction. It’s great to be here at the Tulane Corporate Law Institute for what, I know, is one of the most highly-anticipated corporate-law conferences of the year. It also doesn’t hurt that it happens to be in New Orleans. Now, before I begin, let me just give […]
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Posted in Accounting & Disclosure, Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Compliance and disclosure interpretation, Cybersecurity, Disclosure, Insider trading, Misconduct, Risk management, SEC, SEC enforcement, Securities enforcement, Securities regulation
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A Regulatory Framework for Exchange-Traded Funds
The “exchange-traded fund” (ETF) is one of the key financial innovations of the modern era. Our article, A Regulatory Framework for Exchange-Traded Funds (forthcoming in Southern California Law Review, vol. 91, no. 5, 2018), is the first academic work to show the need for, or to offer a regulatory framework for ETFs.
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Posted in Academic Research, Accounting & Disclosure, Securities Regulation
Tagged Arbitrage, Disclosure, Exchange-traded funds, Innovation, Investor protection, Management, Market efficiency, Mutual funds, Risk, Risk disclosure, SEC, Securities regulation, Systemic risk
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Risk Management and the Board of Directors
I. Introduction Overview The past year has seen continued evolution in the political, legal and economic arenas as technological change accelerates. Innovation, new business models, dealmaking and rapidly evolving technologies are transforming competitive and industry landscapes and impacting companies’ strategic plans and prospects for sustainable, long-term value creation. Tax reform has created new opportunities and […]
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Posted in Accounting & Disclosure, Boards of Directors, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Board communication, Board oversight, Boards of Directors, Compliance & ethics, Corporate culture, Cybersecurity, ESG, FCPA, Fiduciary duties, Institutional Investors, ISS, Long-Term value, Proxy advisors, Risk, Risk management, Risk oversight, Wells Fargo
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Are Buybacks Really Shortchanging Investment?
In an article recently published in the Harvard Business Review, Are Buybacks Really Shortchanging Investment?, Charles Wang and I use data to challenge the widely-held view that U.S. firms distribute too much cash to shareholders through stock buybacks and dividends, reducing these firms’ ability to innovate and invest for the long term. Payout critics focus […]
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Posted in Academic Research, Empirical Research, Executive Compensation, HLS Research, Institutional Investors, Securities Regulation
Tagged Equity-based compensation, Executive Compensation, Inequality, Institutional Investors, Long-Term value, Payouts, Public interest, R&D, Repurchases, Securities regulation, Shareholder value
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A Comparative Perspective on Regulation Versus Litigation in Corporate Law
Regulation by litigation has been the dominant regulatory modality in U.S. corporate law for over a century. But that model is in crisis. The shareholder suit, the trigger of the state law-dominated, fiduciary duty-based model of regulation, has been drawn into disrepute. The crisis is most apparent in merger suits, which have been brought against […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, International Corporate Governance & Regulation, Mergers & Acquisitions, Securities Regulation
Tagged International governance, Ireland, Legal systems, Merger litigation, Mergers & acquisitions, Securities regulation, Shareholder rights, Shareholder suits, UK
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Do CEO Paycuts Really Work?
Boards of directors (boards) often cut CEO pay following poor performance. These paycuts can go beyond the general pay-for-performance relation. Agency theory suggests that such paycuts can act as a disciplining mechanism against the CEO and, therefore, can lead to better performance in subsequent periods. Consistent with this line of reasoning, there is some empirical […]
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Posted in Academic Research, Accounting & Disclosure, Boards of Directors, Empirical Research, Executive Compensation
Tagged Behavioral finance, Boards of Directors, Earnings management, Entrenchment, Equity-based compensation, Executive Compensation, Incentives, Long-Term value, Management, Pay for performance, Say on pay, Short-termism
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