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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
Is There Hope for Change? The Evolution of Conceptions of “Good” Corporate Governance
Providing a useful perspective on corporate governance today is an examination of the evolution of conceptions of “good” corporate governance that have successively revolutionized the corporate landscape. “Evolution” in this context does not refer to some natural evolution, but changes in the beliefs of managers concerning how to run their businesses effectively. “Good” corporate governance […]
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Posted in Academic Research, Accounting & Disclosure, Comparative Corporate Governance & Regulation, Institutional Investors
Tagged Accountability, Agency costs, Agency model, Behavioral finance, Corporate governance, Institutional Investors, Long-Term value, Macroeconomics, Management, Risk management, Shareholder primacy, Shareholder value, Short-termism, Stakeholders, Sustainability
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Investment Stewardship 2017 Annual Report
An open letter to directors of public companies worldwide Thank you for your role in overseeing the Vanguard funds’ sizable investment in your company. We depend on you to represent our funds’ ownership interests on behalf of our more than 20 million investors worldwide. Our investors depend on Vanguard to be a responsible steward of […]
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Posted in Boards of Directors, Corporate Elections & Voting, Corporate Social Responsibility, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Climate change, Diversity, Engagement, Executive Compensation, Institutional Investors, Institutional voting, Long-Term value, Oversight, Risk oversight, Shareholder meetings, Stewardship, Vanguard
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Making Sure Your “Choice-of-Law” Clause Chooses All of the Laws of the Chosen Jurisdiction
In a 2016 post to Weil’s Private Equity Insights blog it was suggested that deal professionals and their counsel should not only “choose governing law wisely, but also choose it thoroughly!” That suggestion was an effort to highlight the importance of the actual language used in the choice-of-law clauses found in the miscellaneous provisions at […]
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Posted in Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Acquisition agreements, Contracts, Delaware law, Forum selection, Jurisdiction, Merger litigation, Mergers & acquisitions, Statute of limitations
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IRS Guidance on Stock Distributions for Publicly Offered REITs and RICs
On August 11, 2017, the Internal Revenue Service (IRS) published Revenue Procedure 2017-45, which provides guidance on when it will treat stock distributions by certain real estate investment trusts (REITs) and certain regulated investment companies (RICs) as distributions of property under Section 301 of the Internal Revenue Code. Stock distributions eligible for this treatment may […]
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Posted in Accounting & Disclosure, Banking & Financial Institutions, Financial Regulation, Practitioner Publications, Securities Regulation
Tagged Distributions, Dividends, Internal Revenue Code, IRS, REITs, Taxation
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Better Directors or Distracted Directors? An International Analysis of Busy Boards
The issue of multiple directorships on corporate boards has come under increasing scrutiny from both academicians and practitioners. There is conflicting evidence in the academic literature about the impact of multiple directorships on firm value and performance. Core, Holthausen, and Larcker (1999) report that busy directors require an excessively high level of compensation, which in […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Empirical Research, International Corporate Governance & Regulation
Tagged Board composition, Board performance, Boards of Directors, Corporate culture, Director compensation, Director nominations, Director qualifications, Diversity, Europe, Firm valuation, International governance, Management, Overboarding, Proxy advisors, Social networks
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Equifax Data Breach: Preliminary Lessons for the Adoption and Implementation of Insider Trading Policies
Insider trading allegations have surfaced at Equifax, a credit rating agency that last week announced a data breach that could potentially affect 143 million consumers in the United States, nearly half of the country’s population. SEC filings show that three Equifax executives—Chief Financial Officer John Gamble Jr., Workforce Solutions President Rodolfo Ploder and U.S. Information […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation
Tagged Compliance & ethics, Cybersecurity, Disclosure, Equifax, Filings, Inside information, Insider trading, Liability standards, Management, Misconduct, Reporting regulation, Risk management, Rule 10b-5, SEC, Section 10(b), Securities regulation, Transparency
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Weekly Roundup: September 8–14, 2017
How M&A Agreements Handle the Risks and Challenges of PRC Acquirors Posted by Ethan Klingsberg, Cleary Gottlieb Steen & Hamilton LLP, on Friday, September 8, 2017 Tags: Acquisition agreements, Antitrust, Arbitration, China, Cross-border transactions, International governance, Mergers & acquisitions, Private equity The High Cost of Fewer Appraisal Claims in 2017: Premia Down, Agency Costs Up Posted by Matthew Schoenfeld, Burford Capital, on Friday, September 8, […]
Click here to read the complete postResolution as a Macroprudential Regulatory Tool
Since the financial crisis, regulators have been shifting their focus from traditional microprudential regulation, which protects individual banks and other financial firms , to “macroprudential” regulation that protects the stability of the financial system itself. Regulators have begun expanding that macroprudential focus to include bankruptcy “resolution” techniques designed to reorganize the capital structure of, or […]
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Posted in Academic Research, Banking & Financial Institutions, Bankruptcy & Financial Distress, Financial Crisis, Financial Regulation
Tagged Bankruptcy, Capital requirements, Debtor-creditor law, Financial crisis, Financial institutions, Financial regulation, Liquidity, Macroeconomics, Moral hazard, Prudence, Recovery & resolution plans, SIFIs, Systemic risk
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