-
Supported By:
Subscribe or Follow
HLS Faculty & Senior Fellows
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
FSB TCFD Guidance on Climate-Related Financial Disclosures: Regulatory and Market Responses
This post summarizes and comments upon a representative sampling of responses (through September 15, 2017) from financial regulators, issuers, institutional investors, credit rating agencies, and voluntary sustainability reporting frameworks, to the draft Guidance issued on December 14, 2017, and to the final Guidance published on June 29, 2017, by the Financial Stability Board (FSB) Task […]
Click here to read the complete post
Posted in Accounting & Disclosure, Corporate Social Responsibility, Financial Regulation, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Climate change, Disclosure, Environmental disclosure, ESG, EU, Financial regulation, FSB, Institutional Investors, International governance, Risk assessment, Sustainability, UK
Comments Off on FSB TCFD Guidance on Climate-Related Financial Disclosures: Regulatory and Market Responses
A Mechanism for LIBOR
The London Interbank Offered Rate (LIBOR) is intended to reflect the average rate at which banks can borrow in the unsecured market. It is computed by taking a trimmed mean of the daily reported borrowing rates of the banks on a panel. But panel banks may have incentives to manipulate LIBOR to profit off of […]
Click here to read the complete post
Posted in Academic Research, Banking & Financial Institutions, Derivatives, Financial Regulation, International Corporate Governance & Regulation
Tagged Banks, Benchmarks, Cross-border transactions, Derivatives, Financial regulation, Incentives, Interest, International governance, LIBOR, Market timing, Misconduct, Reporting regulation, Swaps, UK
Comments Off on A Mechanism for LIBOR
Not All TSR Incentive Plans are Created Equal
Over the past few years, relative total shareholder return (TSR) has continued to be the most widely used executive long-term incentive (LTI) plan metric, even though its usage is leveling off to some degree at the CEO level as other incentive plan metrics become more popular. That said, due to its clear connection to shareholder […]
Click here to read the complete post
Posted in Accounting & Disclosure, Executive Compensation, Practitioner Publications
Tagged Equity-based compensation, Incentives, Pay for performance, Performance measures, Say on pay, Shareholder value, TSR
Comments Off on Not All TSR Incentive Plans are Created Equal
Post Vote Update: Revisiting the P&G-Trian Contest
Frequently touted for its absolute scale, it seems fitting that the knock-down, drag-out fight between Trian and P&G is slated to continue into extra rounds. Indeed, P&G is the largest firm to ever face a proxy contest, and the cash reportedly invested by the two sides tops all prior campaigns. As widely reported, management’s quick […]
Click here to read the complete post
Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Director nominations, Hedge funds, Institutional Investors, Proxy advisors, Proxy contests, Shareholder activism, Shareholder voting
Comments Off on Post Vote Update: Revisiting the P&G-Trian Contest
Coordinating Compliance Incentives
The notion that corporations must develop effective ethics and compliance programs is uncontroversial. Earlier this month, Deputy Attorney General Rod Rosenstein explained that the “sophistication of compliance measures and tools that we see today regularly exceed the measures that were in place ten years ago.” In part, this increased sophistication may be credited to the […]
Click here to read the complete post
Posted in Academic Research, Accounting & Disclosure, Securities Litigation & Enforcement
Tagged Compliance & ethics, DOJ, FCPA, Misconduct, Securities enforcement, Settlements
Comments Off on Coordinating Compliance Incentives
SEC’s Proposed Modernization of Regulation S-K
On October 11, 2017, at the first open meeting under Chairman Jay Clayton’s tenure, the SEC proposed amendments to modernize and simplify certain disclosure requirements in Regulation S-K. The proposed amendments are largely consistent with the recommendations in the SEC’s FAST Act Report to Congress in November 2016 (the “Report”). The rulemaking proposal is intended […]
Click here to read the complete post
Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Securities Regulation
Tagged Confidentiality, Disclosure, FAST Act, Financial reporting, Regulation S-K, Reporting regulation, SEC, SEC rulemaking, Securities regulation
Comments Off on SEC’s Proposed Modernization of Regulation S-K
Weekly Roundup: October 20–26, 2017
Securities Cases to Watch this Term at the Supreme Court Posted by Brad S. Karp, Paul, Weiss, Rifkind, Wharton & Garrison LLP, on Friday, October 20, 2017 Tags: Class actions, Dodd-Frank Act, Fraud-on-the-Market, Rule 10b-5, Section 10(b), Securities enforcement, Securities fraud, Securities litigation, Securities regulation, SLUSA, Supreme Court, Whistleblowers Director Networks, Turnover, and Appointments Posted by Luc Renneboog, Tilburg University, and Yang Zhao, Newcastle University, on Friday, October 20, […]
Click here to read the complete postEnvironmental and Social Proposals in the 2017 Proxy Season
The Conference Board recently released a report that reviews the key environmental and social (E&S) proposals in the 2017 proxy season. The report provides details on some of the most prominent topics, including topics which received high levels of shareholder support and topics that have seen notable changes in support levels compared to previous years. […]
Click here to read the complete post
Posted in Accounting & Disclosure, Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Board composition, Compensation disclosure, Diversity, Environmental disclosure, ESG, Institutional Investors, Political spending, Proxy season, Securities regulation, Shareholder proposals, Shareholder voting, Sustainability
Comments Off on Environmental and Social Proposals in the 2017 Proxy Season
The Hart-Scott-Rodino Act’s First Amendment Problem
The Hart-Scott-Rodino Antitrust Improvements Act (“HSR Act”) is a centerpiece of federal antitrust law. Designed to aid enforcement of Clayton Act Section 7, which prohibits mergers and acquisitions that “may … substantially … lessen competition” or “tend to create a monopoly,” the statute requires the prospective acquirer of an issuer’s voting securities exceeding a certain […]
Click here to read the complete post
Posted in Academic Research, Accounting & Disclosure, Institutional Investors, Mergers & Acquisitions, Securities Regulation
Tagged Antitrust, Clayton Act, Disclosure, DOJ, Filing fees, Filings, FTC, Hart-Scott-Rodino Act, Hedge funds, Institutional Investors, Market efficiency, Mergers & acquisitions, Securities regulation
Comments Off on The Hart-Scott-Rodino Act’s First Amendment Problem