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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
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Financial Statement Requirements in US Securities Offerings
The most frequently asked question at all-hands meetings for a securities offering is “What financial statements will be needed?” The question seems simple enough. But the answer is rarely straightforward. This post is designed to provide a roadmap to help navigate the financial statement requirements of the federal securities laws. We focus principally on the requirements […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation
Tagged Accounting, Disclosure, Earnings disclosure, Exchange Act, Filings, Financial reporting, IPOs, JOBS Act, Registration statements, Regulation S-K, SEC, Securities Act, Securities regulation, Small firms
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CFTC Year in Review and a Look Forward
In 2016, the Commodity Futures Trading Commission (CFTC or Commission) continued to pursue high-profile enforcement cases and to test its new enforcement authority under the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act). On the regulatory front, the Commission issued several major final rules (margin for uncleared swaps, cross-border requirements for the margin […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Algorithmic trading, Broker-dealers, CFTC, Commodities, Conflicts of interest, Cybersecurity, Derivatives, Dodd-Frank Act, Financial technology, Insider trading, Risk management, Securities enforcement, Securities fraud, Securities regulation, Swaps, Whistleblowers
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CEO Value
Our CEO Value stock selection process makes a simple assumption: a company that has relatively sound corporate governance principles but that has underperformed peers over four years should see a turnaround in its share performance. Sound corporate governance principles should enable a company to fix weakness or at least prevent deterioration either by changing its […]
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Posted in Boards of Directors, Corporate Social Responsibility, Executive Compensation, Practitioner Publications
Tagged Board composition, Board independence, Boards of Directors, Director compensation, Diversity, ESG, Executive Compensation, Firm performance, Management, Shareholder value, Succession
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Bank Regulation and Securitization: How the Law Improved Transmission Lines between Real Estate and Banking Crises
Economists and economic historians have explored how financial crises become particularly severe when they involve either the banking industry, real estate, or both. The recent global financial crisis represented a confluence of crises in both sectors. In an article published in the Georgia Law Review, I explore how securitization formed a coupling rod that joined together real […]
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Posted in Academic Research, Banking & Financial Institutions, Financial Crisis, Financial Regulation, Securities Regulation
Tagged Asset-backed securities, Bankruptcy, Banks, Diversification, Financial crisis, Financial regulation, Leverage, Liquidity, Mortgage lending, Securities regulation, Securitization, Subprime securities
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Weekly Roundup: January 27, 2017–February 2, 2017
Supreme Court to Review the Application of Statute of Limitations to SEC Disgorgement Claims Posted by Brad S. Karp, Paul, Weiss, Rifkind, Wharton & Garrison LLP, on Friday, January 27, 2017 Tags: Disgorgement, Liability standards, SEC, SEC enforcement, Securities enforcement, Securities regulation, Statute of limitations, Supreme Court, U.S. federal courts Succeeding in the New Paradigm […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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Corporate Power is Corporate Purpose I: Evidence from My Hometown
Leo E. Strine, Jr., Chief Justice of the Delaware Supreme Court, the Austin Wakeman Scott Lecturer on Law and a Senior Fellow of the Harvard Law School Program on Corporate Governance, recently issued an article that is forthcoming in the Oxford Review of Economic Policy. The article, titled Corporate Power is Corporate Purpose I: Evidence from My Hometown, is […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Corporate Social Responsibility, HLS Research
Tagged Boards of Directors, Corporate culture, Corporate Social Responsibility, Dodge v. Ford, DuPont, Fiduciary duties, Institutional Investors, Investor protection, Long-Term value, Management, Proxy fights, Shareholder activism, Short-termism, Stakeholders
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Are Top Investors Listening to Proxy Advisors on Pay?
Large investors are not following the recommendations on executive compensation set out by Proxy Voting Advisers (“PVA”), a study by data company Proxy Insight has found. Proxy Insight analyzed voting on Advisory Say on Pay (“SoP”) resolutions in the US and UK in 2015 and 2016 for 10 of the largest institutional investors and compared […]
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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Executive Compensation, Glass Lewis, Institutional Investors, ISS, Management, Proxy advisors, Proxy voting, Say on pay, Shareholder voting
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2016 Year-End Securities Enforcement Update
Any attempt to assess the past six months is undeniably going to be overshadowed by what lies ahead. The change in administration is likely to be as tumultuous and unpredictable for the SEC as for any other federal agency, and the differences between the enforcement priorities under Chair Mary Jo White and Enforcement Division Director […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Accounting, Broker-dealers, Clawbacks, Disclosure, Dodd-Frank Act, External auditors, Financial reporting, Hedge funds, Insider trading, Investment advisers, Misreporting, Municipal securities, Pension funds, SEC enforcement, Securities enforcement, Securities fraud, Whistleblowers
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SEC Charges of Violations of Non-GAAP Financial Measures Rules
The Corp Fin staff have been dropping hints for quite a while about potential enforcement actions in connection with abuses of non-GAAP financial measures (see, e.g., this PubCo post), and an interesting one has now materialized. In an Order released [January 18, 2017], the SEC announced settled charges against MDC Partners, Inc., a publicly traded […]
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Posted in Accounting & Disclosure, Executive Compensation, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Accounting, Accounting standards, Disclosure, Earnings announcements, Executive Compensation, Financial reporting, GAAP, Misreporting, Perks, SEC, SEC enforcement, SEC rulemaking, Securities enforcement, Securities regulation
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Promoting Long-Term Value Creation—The Launch of the Investor Stewardship Group (ISG) and ISG’s Framework for U.S. Stewardship and Governance
A long-running, two-year effort by the senior corporate governance heads of major U.S. investors to develop the first stewardship code for the U.S. market culminated today in the launch of the Investor Stewardship Group (ISG) and ISG’s associated Framework for U.S. Stewardship and Governance. Investor co-founders and signatories include U.S. Asset Managers (BlackRock; MFS; State […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Accountability, Boards of Directors, Engagement, Incentives, Institutional Investors, Long-Term value, Management, Oversight, Proxy advisors, Shareholder activism, Shareholder value, Short-termism
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