-
Supported By:
Subscribe or Follow
Program on Corporate Governance Advisory Board
- William Ackman
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier Christine Davine
- Renata J. Ferrari
- John Finley
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper
- Paul Hilal
- Carl Icahn William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
- Daniel Wolf
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
2021: A Spectacular Year for SPACs
Last year was nothing short of a rollercoaster ride for the SPAC market. While SPACs have long been a feature of financial markets, 2021 began with explosive growth in new listings, followed by a rapid cool-off in the second half of the year. Things came to a boil early in the year in the SPAC […]
Click here to read the complete post
Posted in Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Capital formation, IPOs, Merger litigation, Mergers & acquisitions, PIPE, SPACs, Special purpose vehicles
Comments Off on 2021: A Spectacular Year for SPACs
SEC Identifies Private Fund Deficiencies, Signifying Increased Industry Scrutiny
On the heels of the SEC’s proposed rulemaking seeking increased disclosure from private fund advisers in Form PF, the SEC’s Division of Examinations (“Exam Staff”) released a risk alert on Jan. 27, 2022 (“Risk Alert”), highlighting common deficiencies identified during its examinations of private fund advisers. In the Risk Alert, the staff pointed out that […]
Click here to read the complete post
Posted in Institutional Investors, Practitioner Publications, Private Equity, Securities Litigation & Enforcement, Securities Regulation
Tagged Due diligence, Institutional Investors, Investment advisers, Private funds, SEC, SEC enforcement, Securities enforcement, Securities fraud
Comments Off on SEC Identifies Private Fund Deficiencies, Signifying Increased Industry Scrutiny
Looking for the Economy-Wide Effects of Stock Market Short-Termism
To investigate the widespread claim that stock market short-termism is a major drag on U.S. corporate investment, R&D, and the broad economy, I review for this paper in the Journal of Applied Corporate Finance trends in corporate capital investment, stock buybacks, and R&D that stretch back, in some cases, over the past 50 years. (I […]
Click here to read the complete post
Posted in Academic Research, Comparative Corporate Governance & Regulation, HLS Research, International Corporate Governance & Regulation
Tagged Capital allocation, International governance, Long-Term value, R&D, Repurchases, Shareholder value, Short-termism
Comments Off on Looking for the Economy-Wide Effects of Stock Market Short-Termism
IPO Readiness
Executive Summary 2021 marked one of the most active years in the initial public offering (IPO) market in recent memory — both among traditional IPOs as well as special purpose acquisition companies (SPACs). Compensation program planning is a critical part of the comprehensive and time-consuming process necessary to transition from private to public ownership. There […]
Click here to read the complete post
Posted in Accounting & Disclosure, Executive Compensation, Practitioner Publications
Tagged Capital formation, Equity-based compensation, Executive Compensation, Incentives, IPOs, Public firms
Comments Off on IPO Readiness
BlackRock 2022 Letter to CEOs Highlights the Importance of Sustainability
On 17 January 2022, Larry Fink, the founder and chief executive of BlackRock, published his annual Letter to CEOs (the Letter), titled “The Power of Capitalism”. The Letter focuses on the importance of sustainability issues to companies from a financial perspective, and seeks to highlight the economic benefits of stakeholder capitalism. Fink’s 2020 and 2021 Letters to […]
Click here to read the complete post
Posted in Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications
Tagged BlackRock, Climate change, Corporate purpose, ESG, Index funds, Institutional Investors, Shareholder voting, Stakeholders, Sustainability
Comments Off on BlackRock 2022 Letter to CEOs Highlights the Importance of Sustainability
The Purpose of a Finance Professor
My paper, The Purpose of a Finance Professor (forthcoming in Financial Management), is a write-up of a keynote speech that I gave at the Financial Management Association 2021 Annual Meeting. I decided to give a keynote on an unusual topic because I believe that the academic finance profession has the potential to be uniquely purposeful […]
Click here to read the complete post
Posted in Academic Research
Tagged Business school, Information environment, Innovation, Reputation, Risk-taking, Social networks
Comments Off on The Purpose of a Finance Professor
SEC Proposes Updates to Schedule 13D/G Reporting
On February 10, 2022, the Securities and Exchange Commission (“SEC”) published for comment proposed rules that would revise the current deadlines for Schedule 13D and Schedule 13G filings; amend Rule 13d-3 to deem holders of certain cash-settled derivative securities as beneficial owners of the reference security; clarify the SEC’s views on 13D “group” formation; and […]
Click here to read the complete post
Posted in Accounting & Disclosure, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Beneficial owners, Disclosure, Hedge funds, Institutional Investors, Ownership, Schedule 13D, Schedule 13G, SEC, SEC rulemaking, Securities regulation, Shareholder activism
Comments Off on SEC Proposes Updates to Schedule 13D/G Reporting
The Rise of Bankruptcy Directors
Over the past decade, an important new player has emerged in corporate bankruptcies: bankruptcy experts who join boards of directors shortly before or after the filing of the bankruptcy petition and claim to be independent. The new directors—typically former bankruptcy lawyers, investment bankers, or distressed debt traders—either receive the board’s power or become loud voices […]
Click here to read the complete post
Posted in Academic Research, Bankruptcy & Financial Distress, Empirical Research, HLS Research
Tagged Bankruptcy, Board independence, Boards of Directors, Conflicts of interest, Debtor-creditor law, Distressed companies
Comments Off on The Rise of Bankruptcy Directors
Human Capital Management and Diversity Disclosures and Practices
Guidance on Human Capital Management Disclosures & Practices Our Expectations For Human Capital Management Disclosures Human capital management is an increasingly material dimension of ESG risk and opportunity. Research suggests that intangible assets including human capital comprise 90% of market value in the S&P 500, and that effective human capital management can drive performance. The […]
Click here to read the complete post
Posted in Boards of Directors, Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications
Tagged Board composition, Boards of Directors, Disclosure, Diversity, ESG, Human capital, Index funds, Institutional Investors, Labor markets, Shareholder proposals, Shareholder voting, Stakeholders
Comments Off on Human Capital Management and Diversity Disclosures and Practices