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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
Finance and Corporate Innovation: A Survey
Corporate innovation has become an increasingly important topic that attracts a great deal of attention from academic researchers in financial economics in recent years. How to motivate and finance corporate innovation? To what extent do financial markets and systems shape the initiation, process, features, and outcomes of technological innovation by corporations? These questions are particularly […]
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Posted in Academic Research, Empirical Research
Tagged Capital allocation, Capital markets, Entrepreneurs, Financial policies, Innovation, Long-Term value, Market reaction, R&D, Short-termism, Surveys, Tech companies, Venture capital firms
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Five Ways to Improve Your Compensation Disclosure
As preparation for the 2018 proxy statement season commences, companies should take a fresh look at their compensation disclosure, including a review of the entire Compensation Discussion and Analysis (“CD&A”) for comprehensiveness, cohesion and consistency. After multiple years of ad hoc revisions, the CD&A can read as disjointed or inconsistent and include stale or repetitive […]
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Posted in Accounting & Disclosure, Boards of Directors, Executive Compensation, Practitioner Publications
Tagged Boards of Directors, Compensation committees, Compensation disclosure, Compensation ratios, Engagement, Equity-based compensation, Executive Compensation, Institutional Investors, Pay for performance, Peer groups, Securities regulation
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Analysis of SEC Shareholder Proposal Guidance
Just as companies are starting to gear up for the 2018 proxy season, on November 1, 2017, the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission released new guidance on shareholder proposals that seems to indicate the Staff will be taking a more company-friendly approach in its review […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Institutional Investors, No-action letters, Rule 14a-8, SEC, Securities regulation, Shareholder proposals, Shareholder voting
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Peer Information and Empowered Voters: Evidence from Voting on Shareholder Proposals
Corporate voting on shareholder proposals, an exercise in corporate democracy, is an important mechanism through which shareholders try to influence how a firm is run (e.g. McCahery, Sautner, & Starks, 2016). Increasing evidence points to shareholder proposals leading to changes in compensation policy, firm strategy, corporate governance, and corporate social responsibility (e.g. Ertimur, Ferri, & […]
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Posted in Academic Research, Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Empirical Research
Tagged Accounting, Boards of Directors, Disclosure, Financial reporting, Information environment, Peer groups, Securities regulation, Shareholder proposals, Shareholder value, Shareholder voting
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Weekly Roundup: November 17-22, 2017
Congruence in Governance: Evidence from Creditor Monitoring of Corporate Acquisitions Posted by David Becher, Thomas Griffin, and Greg Nini (Drexel University), on Friday, November 17, 2017 Tags: Agency costs, Contracts, Control rights, Covenants, Debtor-creditor law, Entrenchment, Market reaction, Mergers & acquisitions, Risk, Shareholder value A Practical Guide to Virtual-Only Shareholder Meetings Posted by Steven M. Haas and Charles L. Brewer, Hunton & Williams LLP , on Friday, […]
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On Thursday, November 16th, ISS released its 2018 Benchmark Policy changes that will be effective for annual meetings that occur on or after February 1st, 2018. This year’s update includes new policies for U.S. companies around shareholder proposals regarding gender pay equity and climate change risk, disclosure on responsiveness to low say-on-pay votes, excessive compensation […]
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Posted in Accounting & Disclosure, Boards of Directors, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Board composition, Boards of Directors, Compensation disclosure, Compensation ratios, Director compensation, Disclosure, Diversity, Executive Compensation, Institutional Investors, ISS, Poison pills, Proxy advisors, Say on pay, Shareholder proposals, Shareholder voting
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Crowdfunding Signals
Crowdfunding is the hot new method by which new companies raise their first capital. Selling unregistered securities over the Internet was prohibited in the past because it constituted a “general solicitation” of investors. Then came the JOBS Act of 2012, which initially only allowed general solicitation of accredited investors (Title II offerings). It was not […]
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Posted in Academic Research, Securities Regulation
Tagged Capital formation, Crowdfunding, Information environment, JOBS Act, Private equity, Regulation D, Securities regulation, Signaling, Small firms, Venture capital firms
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SEC Guidance On Rule 701(e) Financial Statement Confidentiality
Private companies granting share-based compensation to their employees often will rely on Rule 701 under the Securities Act of 1933 (the “Securities Act”), particularly if the employees being granted options or restricted stock units (or other forms of compensation that otherwise would implicate the registration requirements of Section 5 of the Securities Act) do not […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation
Tagged Compliance and disclosure interpretation, Confidentiality, Cybersecurity, Disclosure, Equity-based compensation, Financial reporting, Privacy, Private firms, Rule 701(e), SEC, Securities regulation
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Corporate Governance as Privately-Ordered Public Policy: A Proposal
In this paper, we show how our society can use corporate governance shifts to address, if not entirely resolve, a number of currently pressing social and economic problems. These problems include: rising income inequality; demographic disparities in wealth and equity ownership; increasing poverty and income insecurity; a need for greater innovation and investment in solving […]
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