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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
DOJ’s New Guidance for Compliance Programs
On February 8, 2017, the Fraud Section of the U.S. Department of Justice (the “DOJ”) published a guide for companies called “Evaluation of Corporate Compliance Programs” (the “Guidance”). The Guidance is composed of common questions that the DOJ asks when evaluating a company’s compliance program. While the Guidance questions are largely based on familiar sources, […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement
Tagged Accounting, Compliance & ethics, Compliance and disclosure interpretation, Corporate culture, DOJ, Internal auditors, Management, Misconduct, Securities enforcement, Securities fraud
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Systems-Level Considerations and the Long-Term Investor: Definitions, Examples, and Actions
This post addresses the question of how asset owners and managers can identify environmental, societal and financial systems-level issues relevant to their investment processes. Integration of these systems-level considerations can help investors manage long-term risks and rewards while seeking competitive portfolio-level returns. The primary questions addressed in this post are: What are the characteristics of […]
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Posted in Accounting & Disclosure, Corporate Social Responsibility, Financial Crisis, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Accountability, Corporate Social Responsibility, Environmental disclosure, ESG, Financial crisis, Institutional Investors, International governance, Social capital, Social networks, Stewardship, Sustainability, Systemic risk
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BlackRock’s 2017-2018 Engagement Priorities
On Monday, March 13th, BlackRock released its engagement priorities for 2017-2018 to help prepare directors and management teams to engage with its Investment Stewardship team over the coming year. BlackRock reiterated its preference to engage privately with companies in a constructive manner, but also reminded companies that it will vote counter to management recommendations when […]
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Posted in Accounting & Disclosure, Boards of Directors, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged BlackRock, Board composition, Boards of Directors, Diversity, Engagement, Environmental disclosure, ESG, Executive Compensation, Institutional Investors, Long-Term value, Proxy season, Proxy voting, Sustainability
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Financial Crisis, Corporate Governance, and Bank Capital
Despite Dodd-Frank’s stated intentions to make “too-big-to-fail” banks a thing of the past, investors and policymakers believe that many big banks are still too big to fail. This issue has come up repeatedly in economic discussions in Congressional hearings, and among senior policymakers in the United States and Europe. In recent work, we propose a […]
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Posted in Academic Research, Banking & Financial Institutions, Empirical Research, Executive Compensation, Financial Crisis, Financial Regulation
Tagged Agency costs, Banks, Capital requirements, CHOICE Act, Dodd-Frank Act, Executive Compensation, Financial crisis, Financial institutions, Financial regulation, Incentives, Leverage, Liquidity, Management, Mortgage lending, Risk oversight, Risk-taking, Systemic risk, Too big to fail
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Weekly Roundup: March 10–16, 2017
The Modern Slavery Act 2015: Next Steps for Businesses Posted by Raj Panasar, Cleary Gottlieb Steen & Hamilton LLP, on Friday, March 10, 2017 Tags: Accountability, Cross-border transactions, Disclosure, Due diligence, Financial reporting, International governance, Labor markets, Oversight, Risk management, Transparency, UK Stock Rising Posted by Matthew Goforth, Equilar, Inc., on Friday, March 10, 2017 […]
Click here to read the complete postDelaware Blockchain Initiative: Transforming the Foundational Infrastructure of Corporate Finance
The foundation for much of American corporate finance is Delaware corporate law. Later this year, a small change to Delaware corporate law, if enacted, could facilitate a major simplification of the plumbing of the financial system built on top of that foundation. The change is part of the Delaware Blockchain Initiative (DBI), which then-Governor Jack […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, Practitioner Publications, Securities Regulation
Tagged Audit trail, Beneficial owners, Blockchain, Books and records, Contracts, Corporate disputes, Delaware law, DGCL, Disclosure, Filings, Financial technology, Innovation, Intermediaries, Ownership, Proxy voting, Securities regulation, Transparency
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The First Block in the Chain: Proposed Amendments to the DGCL Pave the Way for Distributed Ledgers and Beyond
On May 2, 2016, Delaware’s Governor announced the official public launch of the “Delaware Blockchain Initiative.” The primary goal of the initiative is to encourage the adoption of blockchain technology in the private and public sectors for the benefit of both private enterprises and the public. As part of the initiative, the Governor requested that […]
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Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Blockchain, Books and records, Delaware law, DGCL, DGCL Section 224, Disclosure, Financial technology, Information environment, Innovation, Ownership, Securities regulation, Transparency
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Diversity Investing
In March 2015, a group of public investment funds, collectively managing assets in excess of one trillion dollars, submitted a petition to the SEC which asks for enhanced diversity disclosure for board nominees, arguing that better disclosure on “skills, experiences, gender, race, and ethnic diversity can help us as investors determine whether the board has […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research, Institutional Investors
Tagged Diversity, Executive performance, Firm performance, Information environment, Institutional Investors, Management, Market reaction, Pension funds, Reputation, Stock mispricing
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Super Hedge Fund
Activist hedge funds revolutionized corporate America and generated both excitement and criticism alike. This article suggests that a novel market mechanism, a “super hedge fund,” would maintain the benefits of hedge fund activism, while curbing its downsides. The super hedge fund would not really be a fund but, rather, a contractual arrangement among a broad […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Institutional Investors
Tagged Hedge funds, Incentives, Institutional Investors, Institutional monitoring, Long-Term value, Market efficiency, Pension funds, Shareholder activism, Shareholder value, Shareholder voting, Short-termism
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SEC Enforcement: 2016 in Review and Looking Ahead to 2017
Enforcement activity increased again in fiscal year 2016, and the U.S. Securities and Exchange Commission (“SEC”) continued to pursue a broad agenda. Consistent with former Chair Mary Jo White’s “broken windows” enforcement policy, the Division of Enforcement brought actions “that spanned the spectrum of the securities industry.” In total, the SEC brought 868 enforcement actions, the […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Broker-dealers, Deregulation, Dodd-Frank Act, FCPA, Fiduciary rule, Insider trading, Money laundering, SEC, SEC enforcement, Securities enforcement, Securities litigation, Securities regulation, Whistleblowers
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