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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
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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Investor Pressure on Firearms Manufacturers
The mass shooting at a high school in Parkland Florida has focused renewed attention on the issue of gun violence. While regulators debate the appropriate actions to take, a number of companies and investors have recently made moves to address the issue. For example, both Walmart and Dicks Sporting Goods announced at the end of […]
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Posted in Boards of Directors, Corporate Elections & Voting, Corporate Social Responsibility, Institutional Investors, Practitioner Publications
Tagged Accountability, Boards of Directors, Business judgment rule, Corporate Social Responsibility, ESG, Institutional Investors, No-action letters, Shareholder proposals, Shareholder voting
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Proposed Amendments to Public Reporting of Fund Liquidity Information
Thank you, Chairman Clayton, and thank you to the extraordinary Staff in the Division of Investment Management for all of the hard work reflected in this proposal. I appreciate your and the Staff’s engagement—and your willingness to answer my questions—a great deal. Unfortunately, I cannot join the majority in approving this proposal. The Commission today […]
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Posted in Accounting & Disclosure, Institutional Investors, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Disclosure, Fund managers, Information asymmetries, Information environment, Institutional Investors, Investor protection, Liquidity, Mutual funds, Retail investors, Risk management, SEC, Securities regulation, Transparency
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Proposed Amendments to Public Reporting of Fund Liquidity Information
I am honored to be here for Dalia Blass’s first open meeting as Director of Investment Management. Dalia has already shown herself to be a fantastic fit for the job. I greatly appreciate the staff’s work on this release. Having sat in your seats during my last stint at the Commission, I know how much […]
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Posted in Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Accounting, Disclosure, Exchange-traded funds, Financial reporting, Investor protection, Liquidity, Mutual funds, Risk management, SEC, Securities regulation, Transparency, Treasury Department
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Statement on Proposed Amendments to Public Reporting of Fund Liquidity Information
I would like to join Chairman Clayton in thanking the staff for their work on this release—in particular, Zeena Abdul-Rahman, Thoreau Bartmann, and Sarah ten Siethoff. While I sincerely appreciate the staff’s efforts, I am not persuaded that we should amend our liquidity rule and take useful disclosure away from investors. So what is the […]
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Posted in Accounting & Disclosure, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Accounting, Disclosure, Exchange-traded funds, Financial reporting, Investor protection, Liquidity, Mutual funds, Risk management, SEC, Securities regulation, Transparency
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Statement at Open Meeting on Investment Company Liquidity Disclosure
I would first like to thank the Director of the Division of Investment Management, Dalia Blass, for moving this proposal forward. Also, thank you to the staff who worked so hard devising and drafting its contents. I support this recommendation to improve the reporting and disclosure of liquidity information by investment companies. Nevertheless, I am […]
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Posted in Accounting & Disclosure, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Accounting, Disclosure, Exchange-traded funds, Financial reporting, Investor protection, Liquidity, Mutual funds, Risk management, SEC, Securities regulation, Transparency
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Weekly Roundup: March 9–15, 2018
Delaware’s Retreat: Exploring Developing Fissures and Tectonic Shifts in Delaware Corporate Law Posted by James D. Cox Duke (Duke University) and Randall S. Thomas (Vanderbilt University), on Friday, March 9, 2018 Tags: Board independence, Boards of Directors, Delaware articles, Delaware cases, Delaware law, Disclosure, Fiduciary duties, Hedge funds, In re Revlon, In re Trulia, Management, Merger litigation, Mergers & acquisitions, Settlements, Shareholder activism, Shareholder suits, Shareholder voting, Unocal v. Mesa The Rise of Blockchains […]
Click here to read the complete postStatement on Proposed Amendments to Public Reporting of Fund Liquidity Information
Today [March 14, 2018], the Commission will consider a proposed rule that would amend the liquidity risk management rules for open-end funds that the Commission adopted in October 2016. Specifically, staff will recommend that the Commission propose amendments to revise the manner in which information about funds’ liquidity risk management practices is provided to investors […]
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Posted in Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Accounting, Disclosure, Exchange-traded funds, Financial reporting, Investor protection, Liquidity, Mutual funds, Risk management, Securities regulation, Transparency
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Spring Awakening: Notes from This Year’s CII Meeting
The theme I heard most often at the annual spring meeting of the Council of Institutional Investors was ESG: environmental/social/governance risks and investment opportunities. The issues of how best to understand ESG and factor it into assessing investment risk and return and how to respond as investors through proxy voting or engagement came up in […]
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Posted in Accounting & Disclosure, Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Social Responsibility, Institutional Investors, Securities Regulation
Tagged Boards of Directors, Corporate culture, Corporate Social Responsibility, Dual-class stock, Environmental disclosure, ESG, Index funds, Institutional Investors, Pension funds, Risk management, Securities regulation, Shareholder voting, Stewardship
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