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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
PCAOB Approves Expanded Auditor’s Report
On June 1, 2017, the Public Company Accounting Oversight Board voted to adopt a new auditing standard that, if approved by the Securities and Exchange Commission, will significantly expand the current auditor’s report. The new report will augment the traditional pass/fail opinion with a discussion of “critical audit matters” (CAMs), disclosure of the auditor’s tenure […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation
Tagged Accounting, Accounting standards, Audit committee, Audits, Disclosure, Financial reporting, Form 10-K, International governance, Management, Oversight, PCAOB, Risk assessment, SEC, Securities regulation, UK
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The Voice: The Minority Shareholder’s Perspective
Minority shareholders tend not to participate in the decision-making process of public companies with a controlling shareholder, and their voice is rarely heard. Even when they disagree with how the company is being managed, they prefer to express this dissatisfaction through exit, i.e., by selling their shares, rather than by expressing their voice at a […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Corporate Elections & Voting
Tagged Accountability, Controlling shareholders, Corporate forms, Entrenchment, Institutional Investors, Long-Term value, Minority shareholders, Oversight, Ownership structure, Shareholder rights, Shareholder voting, Short-termism
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Chancery Court Suggests Rights Offerings May Limit Liability in Certain Transactions
When a corporation sells corporate assets to its (or an affiliate of its) controlling stockholder, Delaware courts generally will review that transaction under the exacting “entire fairness” standard. But what if the corporation’s minority stockholders are given the opportunity to participate along with the controlling stockholder in the purchase of the corporate assets pro rata […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Conflicts of interest, Controlling shareholders, Delaware cases, Delaware law, Derivative suits, Fairness review, Liability standards, REITs, Shareholder suits
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What Determines Participation in Corporate Voting?
As Kahan & Rock (2007) note “Never has voting been more important in corporate law”. Participation in corporate voting is the main mechanism via which most shareholders voice their opinion and affect management. As part of a general rise in attention to shareholder voting and shareholder activism, regulators have called for greater participation to ensure […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Empirical Research, Institutional Investors
Tagged Behavioral finance, Blockholders, Fiduciary duties, Information environment, Institutional Investors, Ownership structure, Shareholder elections, Shareholder proposals, Shareholder voting
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Weekly Roundup: June 9–June 15, 2017
Breaking the Ice: Investors Warm to Climate Change Posted by Nick Dawson, Proxy Insight, on Friday, June 9, 2017 Tags: BlackRock, Climate change, Environmental disclosure, ESG, Fiduciary duties, Institutional Investors, Shareholder activism, Shareholder proposals, Shareholder voting Corporate Governance of SIFI Risk-Taking: An International Research Agenda Posted by Steven L. Schwarcz & Aleaha Jones, Duke University, on Friday, June 9, 2017 Tags: Agency costs, Banks, Executive Compensation, Financial crisis, Financial regulation, Risk, Risk oversight, Risk-taking, Shareholder […]
Click here to read the complete postFinancial CHOICE Act of 2017
[On June 9, 2017], the U.S. House of Representatives, voting almost entirely along party lines, passed H.R. 10, the “Financial CHOICE Act of 2017” (the “CHOICE Act”), a Republican proposal that would substantially restructure the post-crisis regulatory framework and provide significant regulatory relief to certain highly capitalized banking organizations. The vote was 233 to 186 and […]
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Posted in Banking & Financial Institutions, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Capital requirements, CFPB, CHOICE Act, Donald Trump, FDIC, Financial institutions, Financial regulation, FSOC, Liquidity, Securities regulation, SIFIs, Stress tests, US House, Volcker Rule
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The Dangerous “Promise of Market Reform”: No Shareholder Proposals
This has been a historic proxy season, marking three majority votes for shareholder proposals addressing climate change at Occidental Petroleum, PPL Corp. and ExxonMobil, with the latter proposal exceeding 60% support. As of this writing it is too early to tell which asset managers voted for these proposals, with the exception of BlackRock, which announced that […]
Click here to read the complete postDistracted Directors
A board needs its members to be attentive to effectively fulfill its advisory and monitoring roles, but directors inevitably have outside obligations, which sometimes distract them from their board responsibilities. To minimize the possibility of directors becoming overly distracted, public firms have increasingly imposed restrictions on the outside duties that their directors may assume. In […]
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Posted in Academic Research, Boards of Directors, Empirical Research, Executive Compensation
Tagged Agency costs, Board independence, Board leadership, Board monitoring, Board performance, Boards of Directors, Executive Compensation, Executive performance, Executive turnover, Management, Oversight
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Government Leaks Lead to Landmark Insider Trading Case
On May 24, 2017, the SEC for the first time brought charges based on allegations of insider trading on confidential government information. The alleged insider trading scheme involved tips related to three announcements by the Center for Medicare & Medicaid Services (“CMS”) regarding non-public rate changing decisions affecting the stock of issuers in the healthcare […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Exchange Act, Hedge funds, Information asymmetries, Inside information, Insider trading, Misconduct, Rule 10b-5, SEC, SEC enforcement, Securities enforcement
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The Other Securities Regulator: A Case Study in Regulatory Damage
In 2016, regulators approved a new rule that imposes fiduciary obligations on broker-dealers and their personnel in connection with the investment advisory services they provide to their customers. The rule is among the most controversial ever adopted in the securities realm—a remarkable fact given that the agency with primary regulatory authority over the U.S. securities […]
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Posted in Academic Research, Legislative & Regulatory Developments, Securities Regulation
Tagged Broker-dealers, DOL, Donald Trump, ERISA, Fiduciary duties, Fiduciary rule, Financial regulation, Incentives, Investment advisers, Investor protection, SEC, Securities regulation
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