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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
The Effects of Investment Bank Rankings: Evidence from M&A League Tables
In the article The Effects of Investment Bank Rankings: Evidence from M&A League Tables, forthcoming in the Review of Finance, we study how league tables affect the behavior of investment banks in the M&A industry. League tables are simple rankings based on banks’ market shares. Anecdotal evidence suggests that banks pay a lot of attention […]
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Posted in Academic Research, Banking & Financial Institutions, Empirical Research, Mergers & Acquisitions
Tagged Banks, Fairness review, Financial institutions, Incentives, Investment banking, League tables, Mergers & acquisitions, Peer groups, Reputation
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The Corporate Governance World in 2018: A Global Review
2017 was an eventful year in corporate governance. With significant shifts in investor preferences, voting outcomes, societal norms, and the regulatory environment, 2018 promises to be just as eventful. In anticipation of the New Year, we asked our research experts around the globe to gaze into the crystal ball and give us their predictions in […]
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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Institutional Investors, International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications, Securities Regulation
Tagged Board composition, Boards of Directors, Canada, China, Compensation ratios, Corporate culture, Diversity, Environmental disclosure, ESG, EU, Europe, Executive Compensation, India, International governance, Mergers & acquisitions, Securities regulation, Shareholder activism, Shareholder proposals, Shareholder voting, Sustainability, UK
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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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