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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
Converting to a Delaware Public Benefit Corporation: Lessons from Experience
The past two years have seen a dramatic shift in practice relating to the Delaware public benefit corporation (the PBC)—a corporate form that requires the board of directors to balance stockholders’ monetary interests, the best interests of those materially affected by the corporation’s conduct, and a particular public benefit purpose selected by the corporation. The […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged Accounting, Boards of Directors, Corporate forms, Corporate purpose, Delaware law, ESG, Incorporations, Public benefit corporations
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SEC Re-Opens Comment Period for Pay vs. Performance Proposed Rules
Five years after the initial rules proposal and comment period, the SEC has re-opened the comment period and proposed new requirements to enhance the pay versus performance disclosure. CAP submitted comments to the SEC on the 2015 Proposed Rules, and this statement can be found here. Background To address Section 953(a) of the 2010 Dodd-Frank […]
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Posted in Executive Compensation, Practitioner Publications, Securities Regulation
Tagged Compensation disclosure, Dodd-Frank s.953, Executive Compensation, Incentives, Pay for performance, SEC, SEC rulemaking, Securities regulation
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Weekly Roundup: February 11-17, 2022
Statement by Commissioner Peirce on Beneficial Ownership Proposal Posted by Hester M. Peirce, U.S. Securities and Exchange Commission, on Friday, February 11, 2022 Tags: Beneficial owners, Disclosure, Institutional Investors, Ownership, Schedule 13D, Schedule 13G, SEC, SEC rulemaking, Securities regulation Statement by Chair Gensler on Beneficial Ownership Proposal Posted by Gary Gensler, U.S. Securities and Exchange Commission, on Friday, February 11, 2022 Tags: Beneficial owners, Disclosure, Institutional Investors, Schedule 13D, Schedule 13G, SEC, SEC […]
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Guidance on Human Rights Disclosures & Practices As signatories to the UN Global Compact, State Street is committed to upholding human rights, and we expect our investee companies to as well given the reputational, regulatory, legal, and operational risks that human rights violations can pose to a company. We expect all investee companies to regularly […]
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Posted in Accounting & Disclosure, ESG, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Corporate Social Responsibility, Disclosure, ESG, Human capital, Human rights, Index funds, Institutional Investors, International governance, Labor markets, Stakeholders, Stewardship
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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 […]
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Posted in Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Capital formation, IPOs, Merger litigation, Mergers & acquisitions, PIPE, SPACs, Special purpose vehicles
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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 […]
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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
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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 […]
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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
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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 […]
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Posted in Accounting & Disclosure, Executive Compensation, Practitioner Publications
Tagged Capital formation, Equity-based compensation, Executive Compensation, Incentives, IPOs, Public firms
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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 […]
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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
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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 […]
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Posted in Academic Research
Tagged Business school, Information environment, Innovation, Reputation, Risk-taking, Social networks
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