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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
Investor Ideology
Understanding the determinants of institutional investor voting has become increasingly important as they own a larger share of the economy. They, not retail investors, cast the determining votes on most proxy ballots, and consequently shape a wide range of corporate governance, social and economic issues. In our paper, Investor Ideology, publicly available on SSRN, we […]
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Posted in Academic Research, Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Executive Compensation, Institutional Investors
Tagged BlackRock, Boards of Directors, Environmental disclosure, ESG, Executive Compensation, Glass Lewis, Institutional Investors, Institutional Shareholder Services Inc., Mutual funds, Proxy advisors, Say on pay, Shareholder proposals, Shareholder voting, Vanguard
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The Importance of Conviction in the Face of Litigation Risk
The Delaware Supreme Court in a two-page order summarily affirmed an important appraisal decision, upholding the Delaware Court of Chancery finding that the fair value of SWS Group, Inc. was $6.38 per share—a valuation 19% below the merger price at announcement and 7.8% below the merger price at closing (see our memo of May 31, […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Acquisition premiums, Appraisal rights, Arbitrage, Delaware cases, Delaware law, Fair values, Fairness review, Merger litigation, Mergers & acquisitions, Shareholder suits
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SEC Guidance on Public Company Cybersecurity Disclosures
On February 21, 2018, the Securities and Exchange Commission (SEC) approved an interpretive release updating guidance on public company disclosure and other obligations concerning cybersecurity matters. The interpretive release, titled “Commission Statement and Guidance on Public Company Cybersecurity Disclosures,” Release No. 33-10459 (Guidance), had been scheduled to be considered at an open meeting on February […]
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Posted in Accounting & Disclosure, Boards of Directors, Securities Litigation & Enforcement, Securities Regulation
Tagged Boards of Directors, Cybersecurity, Disclosure, Financial reporting, Insider trading, Materiality, Mergers & acquisitions, Oversight, Regulation FD, Risk, Risk disclosure, SEC, Securities regulation
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The Hidden Power of Compliance
Although corporate wrongdoing can reach an immense scale with disastrous ramifications, holding boards accountable has long been perceived as elusive. Under both state fiduciary duty law and federal securities doctrine, directors and officers are liable only if they were aware of corporate failures or reckless in ignoring them. Since providing evidence of awareness or recklessness […]
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Posted in Academic Research, Accounting & Disclosure, Boards of Directors, Securities Litigation & Enforcement
Tagged Accountability, Board communication, Boards of Directors, Compliance & ethics, Delaware articles, Delaware law, Misconduct, Securities enforcement, Securities litigation
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What a Difference a (Birth) Month Makes: The Relative Age Effect and Fund Manager Performance
The academic literature in finance has focused a lot of attention on how managerial characteristics impact firm performance. One such characteristic that has received considerable study is overconfidence. This is generally thought of as managers being overly optimistic about their own ability or their firm’s prospects. Although there is evidence that managerial overconfidence can benefit […]
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Posted in Academic Research, Institutional Investors
Tagged Human capital, Institutional Investors, Management, Managerial style, Mutual funds, Risk-taking
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SEC and CFTC Testimony on Virtual Currencies: Is More Regulation on the Horizon?
On February 6, 2018, Chairman Clayton of the Securities and Exchange Commission (SEC) and Chairman Giancarlo of the Commodity Futures Trading Commission (CFTC) testified before the Senate Banking Committee (the Committee) on their agencies’ oversight role for virtual currencies. Consistent with his prior statements, Clayton took a strong stance on SEC regulation of Initial Coin […]
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Posted in Financial Regulation, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Bitcoin, CFTC, Commodities, Cryptocurrency, Financial regulation, Financial technology, ICOs, Investor protection, SEC, SEC enforcement, Securities enforcement, Securities regulation
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An Identity Theory of the Short- and Long-Term Investor Debate
The debate as to whether staggered boards are value-reducing has been quite active, with strong arguments made for “yes,” “no” and “sometimes.” The argument that they are value-reducing has, it seems fair to say, its origins in a more basic belief that managers may be apt to entrench themselves, and that yearly election of directors […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Institutional Investors
Tagged Agency costs, Boards of Directors, Institutional Investors, Investor horizons, Long-Term value, Management, Shareholder activism, Short-termism
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Dunkin’ Brands and SEC Economic Relevance Exclusion of Shareholder Proposal
On February 22, 2018, the staff of the SEC’s Division of Corporation Finance (the Division) issued a favorable no-action response to Dunkin’ Brands Group, Inc. under Rule 14a-8(i)(5) (the economic relevance exception) representing the first successful use of the economic relevance exception following the issuance of Staff Legal Bulletin No. 14I (the SLB). The Ropes […]
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Posted in Boards of Directors, Corporate Elections & Voting, Corporate Social Responsibility, Securities Litigation & Enforcement, Securities Regulation
Tagged Boards of Directors, Corporate Social Responsibility, ESG, Institutional Investors, No-action letters, Rule 14a-8, SEC, SEC enforcement, Securities regulation, Shareholder proposals
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