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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
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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The Narrowing Scope of Whistleblower Anti-Retaliation Protections
On February 21, 2018, in Digital Realty Trust Inc. v. Somers, the Supreme Court resolved a circuit split on the question of whether the anti-retaliation protections for whistleblowers under the Dodd-Frank Act extend to individuals who report allegations of misconduct internally or only to those who report such allegations directly to the Securities and Exchange […]
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Posted in Accounting & Disclosure, Court Cases, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Compliance & ethics, Dodd-Frank Act, Misconduct, Sarbanes–Oxley Act, SEC, SEC enforcement, Securities enforcement, Securities regulation, Supreme Court, Whistleblowers
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Are Financial Constraints Priced? Evidence from Textual Analysis
In our paper, Are Financial Constraints Priced? Evidence from Textual Analysis, forthcoming in the Review of Financial Studies, we develop a new measure of financial constraints based on the narrative portions of company annual reports and use this measure to revisit the question of whether financial constraints affect stock returns. Financial constraints arise from frictions […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research
Tagged Capital formation, Debt, Financial constraints, Financial reporting, Firm performance, Information asymmetries, Information environment, IPOs, Market efficiency, Small firms
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The Rise of Blockchains and Regulatory Scrutiny
In 2017, the increased adoption of blockchain technology in various industries was partially obscured by the dramatic fluctuations in the price of bitcoins and the prevalence of so-called initial coin offerings (ICOs) to raise capital to build out blockchain applications and platforms. Adoption of blockchain technology is expected to continue to rise in 2018, and […]
Click here to read the complete postDelaware’s Retreat: Exploring Developing Fissures and Tectonic Shifts in Delaware Corporate Law
The 1980s is appropriately considered the Golden Age of Delaware corporate law. Within that era, the Delaware courts won international attention by not just erecting the legal pillars that frame today’s corporate governance discourse but by interjecting a fresh perspective on the rights of owners and the prerogatives of managers. Four decisions stand out within […]
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Posted in Academic Research, Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Court Cases, Mergers & Acquisitions, Securities Regulation
Tagged 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
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Weekly Roundup: March 2–8, 2018
Regulating Proxy Advisors is Anticompetitive, Counterproductive, and Possibly Unconstitutional Posted by Nell Minow, ValueEdge Advisors, on Friday, March 2, 2018 Tags: Boards of Directors, Corporate Governance Reform and Transparency Act, Institutional Investors, ISS, Proxy advisors, Securities regulation, Shareholder voting The Misuse of Tobin’s Q Posted by Robert Bartlett (UC Berkeley School of Law) and Frank Partnoy (University of San Diego School of Law), on Friday, […]
Click here to read the complete postInvestor Letter to CEOs: The Strategic Investor Initiative
The Strategic Investor Initiative convenes CEO-Investor Forums to provide a venue for corporations and investors to hold a meaningful conversation on long-term value creation. To guide companies in preparing long-term plans, the investor members of the Strategic Investor Initiative’s Advisory Board have developed a “Letter to Presenting Companies”. Signed by SII Co-Chair and Vanguard Chairman […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Social Responsibility, Institutional Investors, Practitioner Publications
Tagged Board oversight, Boards of Directors, Corporate Social Responsibility, Engagement, ESG, Human capital, Institutional Investors, Long-Term value, Management, Risk management, Stewardship, Sustainability
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So Long, Stockholder
As US companies put finishing touches on proxy statements for spring annual meetings, activist investors are set to challenge CEOs and corporate boards to generate more value, and quickly, or face the threat of ouster. Not even the biggest companies are immune to insurgency. So now might be a good time to reveal a simple, […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, HLS Research, Institutional Investors
Tagged BlackRock, Boards of Directors, Institutional Investors, Mutual funds, Shareholder rights, Shareholder voting, SSgA, Stewardship, Vanguard
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Engaging with Vanguard
CamberView Partners is pleased to present a new series of conversations with the people and organizations shaping the evolving investor landscape. This interview has been edited and condensed for clarity. Chris Wightman: Tell us a bit about Vanguard’s approach to Investment Stewardship. Rob Main: At Vanguard, our long-term perspective informs every aspect of our Investment […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Board composition, Boards of Directors, Climate change, Engagement, Executive Compensation, Institutional Investors, Mutual funds, Proxy voting, Risk management, Risk oversight, Shareholder voting, Stewardship, Sustainability, Taxation, Vanguard
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