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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
Do Women CEOs Face Greater Shareholder Activism Compared to Male CEOs? A Role Congruity Perspective
This article examines whether female CEOs face more threat of shareholder activism compared to male CEOs. Over the last two decades, there has been a gradual increase in the number of women CEOs, so that women now occupy 4.8% of CEO positions among Fortune 500 firms. The ascent of women to the CEO position has […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Empirical Research
Tagged Behavioral finance, Diversity, Executive performance, Filings, Management, Manager characteristics, Schedule 13D, Shareholder activism, Shareholder value
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Impediments to Books and Records Demands
A recent decision by the Delaware Court of Chancery, Mehta v. Kaazing, C.A. No. 2017-0087-JRS (Del. Ch. Sept. 29), confirms that stockholder demands to inspect corporate books and records based on the need to value a stockholder’s shares may be validly denied if the stockholder is unable to demonstrate that it has a “present” need to value its shares. Indeed, as the court makes clear, simply reciting a proper purpose, […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement
Tagged Accounting, Boards of Directors, Books and records, Delaware cases, Delaware law, Securities litigation, Shareholder suits
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Getting Along with BlackRock
“What is the significance of having BlackRock as our largest shareholder?” This question is being asked by corporations around the world as they prepare for annual meetings and plan to engage with shareholders. BlackRock, with more than $5 trillion of assets under management, is the world’s largest investor. They appear at the top of the […]
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Posted in Boards of Directors, Institutional Investors, Practitioner Publications
Tagged BlackRock, Board composition, Boards of Directors, Disclosure, Engagement, ESG, Index funds, Institutional Investors, Long-Term value, Mutual funds
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SEC Guidance on Ordinary Business and Economic Relevance Exclusions
Yesterday [November 1, 2017], the SEC Staff issued a new Staff Legal Bulletin (SLB) on shareholder proposals. The most striking impact it will likely have initially is on the ordinary business exclusion, Rule 14a-8(i)(7), as the SLB requires boards to undertake the responsibility to analyze proposals. It appears that the SLB is effective immediately.
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Compliance and disclosure interpretation, No-action letters, Proxy disclosure, Rule 14a-8, SEC, SEC rulemaking, Securities regulation, Shareholder proposals, Shareholder voting
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New PCAOB Auditor Reporting Standard Analysis
The Public Company Accounting Oversight Board (the “PCAOB”) recently released Staff Audit Practice Alert No. 15 (the “Practice Alert”), titled “Matters Related to Auditing Revenue From Contracts With Customers.” The Practice Alert provides guidance for auditors related to the Financial Accounting Standards Board’s 2014 Accounting Standard Update titled “Revenue from Contracts with Customers” (Topic 606) (the […]
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Posted in Accounting & Disclosure, Practitioner Publications
Tagged Accounting standards, Audit committee, Contracts, Disclosure, Earnings disclosure, External auditors, Financial reporting, PCAOB
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Treasury Recommendations for Capital Markets
On October 6, 2017, the US Department of the Treasury released a 220-page report on reforming the US regulatory system for the capital markets (Capital Markets Report). The Capital Markets Report includes 91 recommendations directed at financial regulators and Congress, but with a focus on the Securities and Exchange Commission (SEC) and the Commodity Futures […]
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Posted in Derivatives, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Capital formation, Capital markets, CFTC, Derivatives, Financial regulation, Institutional Investors, Regulation NMS, SEC, Securities enforcement, Securities litigation, Securities regulation, Treasury Department
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Weekly Roundup: October 27–November 2, 2017
SEC’s Proposed Modernization of Regulation S-K Posted by Ropes & Gray LLP, on Friday, October 27, 2017 Tags: Confidentiality, Disclosure, FAST Act, Financial reporting, Regulation S-K, Reporting regulation, SEC, SEC rulemaking, Securities regulation Coordinating Compliance Incentives Posted by Veronica Root, University of Notre Dame, on Friday, October 27, 2017 Tags: Compliance & ethics, DOJ, FCPA, Misconduct, Securities enforcement, Settlements Post Vote Update: Revisiting the P&G-Trian Contest Posted by Colin Ruegsegger, Glass, Lewis […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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