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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
Modernization and Simplification of Regulation S-K
The SEC has now posted its release regarding FAST Act Modernization and Simplification of Regulation S-K, which proposes amendments to rules and forms based primarily on the staff’s recommendations in its Report to Congress on Modernization and Simplification of Regulation S-K (required by the FAST Act). (See this PubCo post.) That Report, in turn, was […]
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Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Compliance and disclosure interpretation, Disclosure, FAST Act, Form 10-K, Incorporations, Privacy, Regulation S-K, Reporting regulation, SEC, SEC rulemaking, Securities regulation
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Is Pollution Value Maximizing?
Why do firms pollute even when polluting is socially inefficient (i.e., the harm caused greatly exceeds the cost of curbing the toxic emissions)? Is this undesirable outcome the result of corporate myopia, bad internal governance, or weak external constraints? In our new working paper, we study DuPont’s emissions of a toxic chemical dubbed C8 to […]
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Posted in Academic Research, Accounting & Disclosure, Corporate Social Responsibility
Tagged Agency costs, Corporate liability, Corporate Social Responsibility, DuPont, Environmental disclosure, ESG, Management, Reputation, Shareholder value, Social contract, Whistleblowers
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Proposed Overhaul of Disclosure and Shareholder Proposal Rules
The U.S. Department of Treasury issued a comprehensive report last week with recommendations to reform the U.S. capital markets regulatory system. The Report to President Trump recommends sweeping changes, including ones aimed to roll back certain Dodd-Frank rules issued after the 2008 financial crisis. It responds to the “core principles” for regulating the U.S. financial […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, Practitioner Publications, Securities Regulation
Tagged Compensation disclosure, Conflict minerals, Disclosure, Dodd-Frank Act, Executive Compensation, Rule 14a-8, SEC, SEC rulemaking, Shareholder proposals, Treasury Department
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Pay Ratio: The Time Has Come
For anyone involved in the preparation of an issuer’s compensation disclosures as part of its annual proxy statement or Form 10-K filing, the time has come to tackle the “pay ratio” calculation and disclosure requirements. After an extended period in development and considerable public speculation in recent months about its fate, it is becoming increasingly […]
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Posted in Accounting & Disclosure, Executive Compensation, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Compensation disclosure, Compensation ratios, Dodd-Frank Act, Executive Compensation, Form 10-K, SEC, SEC rulemaking, Securities regulation
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Capable Boards and Value Creation
Directors of regulated financial institutions have exceedingly difficult jobs with many demands. The aftermath of the financial crisis led to countless new regulatory requirements and expectations, many of these unwritten and evolving based on political currents or varying views at different levels of the regulatory hierarchy. Governance processes and actions are examined and second-guessed like […]
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Posted in Banking & Financial Institutions, Boards of Directors, Comparative Corporate Governance & Regulation, Financial Regulation, Mergers & Acquisitions, Practitioner Publications
Tagged Bank boards, Banks, Boards of Directors, Compliance and disclosure interpretation, Disclosure, Financial institutions, Financial regulation, Mergers & acquisitions, Shareholder value
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Proxy Season Legal Update
Advance planning is a key component of a successful proxy and annual reporting season. While work on proxy statements, annual reports and annual meetings typically kicks into high gear in the winter, autumn is the ideal time to begin preparations. This is especially important for the 2018 proxy season because this will be the first […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Accounting, Accounting standards, Compensation disclosure, Compensation ratios, Disclosure, Executive Compensation, Institutional Investors, Proxy access, Proxy season, Say on pay, SEC, SEC rulemaking, Securities regulation, Shareholder meetings, Shareholder proposals, Shareholder voting, Virtual meetings
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Cross-Border Reincorporations in the European Union: The Case for Comprehensive Harmonisation
Can companies, incorporated under the law of an EU Member State, subject themselves to another Member State’s law without going through the process of liquidation in their original jurisdiction? Such operations are usually labelled “cross-border reincorporations”, or just “reincorporations”. Cross-border reincorporations and regulatory competition in EU company law has long been a focus of scholarly […]
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Posted in Academic Research, Bankruptcy & Financial Distress, Comparative Corporate Governance & Regulation, International Corporate Governance & Regulation, Securities Regulation
Tagged Bankruptcy, Debtor-creditor law, EU, Europe, European Court of Justice, Incorporations, International governance, Jurisdiction, Reorganizations
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Recent Cases on Lending Safeguards in Bankruptcy
As discussed in our August 8, 2016 client alert, lenders and borrowers continue to experiment with creative structures to prevent a bankruptcy filing. As discussed below, recent decisions clarify previous case law, develop the prevailing rules and highlight outstanding open issues. I. Case Law Developments In two recent cases, In re Lexington Hospitality Group, LLC and Squire Court […]
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Posted in Bankruptcy & Financial Distress, Corporate Elections & Voting, Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Regulation
Tagged Acquisition agreements, Bank loans, Bankruptcy, Contracts, Debtor-creditor law, Delaware law, Fiduciary duties, Ownership structure, Partnerships, Restructurings, Securities lending, Securities regulation, Shareholder voting, State law
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Do Clawback Adoptions Influence Capital Investments?
This study presents evidence that capital investment choices are influenced by voluntary adoptions of clawback provisions that authorize boards of directors to recoup executive compensation based on financial results that are later restated. Restitutive clawbacks were sanctioned by Sarbanes-Oxley Act Section 304 in response to allegations in the early 2000s that executive compensation was boosted […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, Executive Compensation, Securities Regulation
Tagged Accounting, Boards of Directors, Capital allocation, Clawbacks, Dodd-Frank Act, Equity-based compensation, Executive Compensation, Financial reporting, Incentives, Management, Misreporting, Pay for performance, Sarbanes–Oxley Act, Securities regulation
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