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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
Points to Remember When Preparing Your Form 10-K
With all of the substantive issues impacting disclosures in companies’ upcoming annual reports, there are a few technical points reporting companies should bear in mind when preparing their annual report. Note that some of these issues are easy to miss given that they are not yet reflected in the official PDF of Form 10-K. Addition […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation
Tagged Compliance and disclosure interpretation, Disclosure, Financial reporting, Form 10-K, JOBS Act, SEC, SEC rulemaking, Securities regulation, Small firms
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Uncertainty, Prospectus Content, and the Pricing of Initial Public Offerings
Setting the offer price of an initial public offering (IPO) to accurately reflect the value of a firm’s common stock creates high stakes for both the firm and its underwriters. Pricing the shares too low would result in a wealth transfer from old shareholders to new shareholders; pricing the shares too high may result in […]
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Posted in Academic Research, Accounting & Disclosure, Banking & Financial Institutions
Tagged Books and records, Disclosure, Due diligence, Fair values, Information environment, Inside information, Investment banking, IPOs, Underpricing, Underwriting
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Informed Trading and Cybersecurity Breaches
A key pillar of the digital economy—the ease of accessing/copying/distribution at large scale—is frequently also its Achilles Heel, in the form of cybersecurity risk. The massive and cataclysmic data breach of Equifax in September 2017, compromising highly confidential information of tens of millions of clients (including Social Security numbers), is hardly the first of its […]
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Posted in Academic Research, Accounting & Disclosure, Securities Litigation & Enforcement, Securities Regulation
Tagged Cybersecurity, Disclosure, Information asymmetries, Information environment, Inside information, Insider trading, Market reaction, Securities enforcement, Securities regulation
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Corporate Governance Update: Boards, Sexual Harassment, and Gender Diversity
In light of recent events, corporate directors may consider adding an item to the agenda for their next board meeting: the issue of potential sexual misconduct at the company. A recent study indicates that the topic would be new for most public company boards, notwithstanding the fact that it relates to key elements of board-level […]
Click here to read the complete postWeekly Roundup: January 19–25, 2018
The Significance for Boards and Managements of the JANA/CalSTRs Letter to Apple Posted by Ethan A. Klingsberg, Cleary Gottlieb Steen & Hamilton LLP, on Friday, January 19, 2018 Tags: Boards of Directors, CalSTRS, Corporate Social Responsibility, ESG, Hedge funds, Institutional Investors, Pension funds, Shareholder activism, Shareholder proposals, Shareholder voting Letter from JANA Partners & CalSTRS to Apple, Inc. Posted by Anne Sheehan, California State Teachers’ Retirement […]
Click here to read the complete postSay on Pay: Is It Needed? Does it Work?
There is little need for shareholder oversight of executive pay if directors do a good job providing oversight themselves or have strong incentives to do a good job. In this article, we’ll show that there is substantial evidence that directors do a poor job overseeing executive pay and that directors have weak incentives to pursue […]
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Posted in Academic Research, Boards of Directors, Corporate Elections & Voting, Empirical Research, Executive Compensation
Tagged Board performance, Boards of Directors, Executive Compensation, Executive performance, Incentives, Management, Pay for performance, Proxy advisors, Say on pay, Shareholder value, Shareholder voting, TSR
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Bebchuk Leads SSRN’s 2017 Citation Rankings
Statistics released publicly by the Social Science Research Network (SSRN) indicate that, as of the end of 2017, Professor Lucian Bebchuk continued to lead SSRN citation rankings for law professors. Bebchuk ranked first among all law school professors in all fields in terms of the total number of citations to his work. Bebchuk has led the SSRN citation rankings […]
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Posted in HLS Research, Program News & Events
Tagged Lucian Bebchuk, Program on Corporate Governance, Rankings, SSRN
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Remarks on Securities Market Regulation
Good afternoon everyone. Thank you all for coming and contributing to a very lively discussion about how today’s companies interact with their shareholders. In particular, I want to thank our host, the NYU Salomon Center for the Study of Financial Institutions, because so much work goes into hosting events like today’s. I also would like […]
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Posted in Boards of Directors, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Boards of Directors, Corporate forms, Engagement, SEC, Securities regulation, Shareholder voting
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