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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
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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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 […]
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