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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
“Ostrich” Theory Enforces Ill-Defined Duty to Investigate Clients’ Conduct
In recent years, the application of a “conscious avoidance” or “willful blindness” theory as the basis of attorneys’ liability for clients’ criminal conduct has been on the rise. In principle, this standard—commonly referred to as the “ostrich” theory—allows an attorney with no actual knowledge of a client’s wrongdoing to be held liable for providing legal […]
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Posted in Accounting & Disclosure, Comparative Corporate Governance & Regulation, Practitioner Publications, Securities Litigation & Enforcement
Tagged Accountability, Attorney-client privilege, Compliance & ethics, Corporate crime, General counsel, Inside counsel, Liability standards, Misconduct, Securities enforcement, Securities fraud
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Dissenting Directors
At a time when a group of leading U.S. corporate executives promotes “Commonsense Principles of Corporate Governance,” it is apt to remark that one of the most commonsense governance ideas is that blind conformism and acquiescence are as bad for board members as ill-motivated divisiveness and litigiousness. Policy makers, scholars and practitioners around the world […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Empirical Research, International Corporate Governance & Regulation
Tagged Board composition, Board dynamics, Board independence, Board leadership, Board performance, Board turnover, Boards of Directors, Director tenure, Diversity, International governance, Italy, Management, Ownership structure
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Weekly Roundup: October 28, 2016–November 3, 2016
Understanding Bank Payouts During the Crisis of 2007-2009 Posted by Gyöngyi Lóránth, University of Vienna , on Friday, October 28, 2016 Tags: Bankruptcy, Banks, Dividends, Failed banks, Financial crisis, Financial institutions, Insider trading, Market reaction,Ownership structure, Payouts, Shareholder value, Signaling Opt-Out Cases in Securities Class Action Settlements Posted by Amir Rozen, Cornerstone Research; and Christopher […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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A Vision for Data at the SEC
I am pleased to be here with you today [October 28, 2016]. This conference is a vital opportunity to discuss some of the forces shaping financial markets and regulation. “What hath God wrought.” That message, sent from Washington to Baltimore in 1844, signaled the arrival of the telegraph. Originally an exclamation, but sometimes written as […]
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Posted in Financial Regulation, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Algorithmic trading, Capital markets, Financial regulation, Financial technology, High-frequency trading, Information environment, Innovation, Investor protection, Reporting regulation, SEC, Securities regulation, Systemic risk
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Resisting Homogenization of the Executive Pay Program
In today’s environment, with annual Say on Pay (SOP) votes, intense external scrutiny and the need to strongly align pay with performance, it is increasingly important for companies to be confident in their executive pay program. The foundation of a sound executive pay program is built on the company’s business strategy and talent needs, which, […]
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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Compensation committees, Executive Compensation, Incentives, Institutional Investors, ISS, Management, Pay for performance, Performance measures, Private ordering, Proxy access, Proxy advisors, Say on pay, Shareholder value, Shareholder voting
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CSR, Market Value, and Profitability: International Evidence
Over the last two decades corporate social responsibility (CSR) has become a mainstream business activity. Companies have increasingly integrated environmental, social, and governance (ESG) aspects into their market and non-market strategies (The Economist, 2008). Businesses remained committed to CSR principles even during the financial crisis: a UN Global Compact–Accenture CEO (2010) study shows that 96% […]
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Posted in Academic Research, Accounting & Disclosure, Corporate Social Responsibility, Empirical Research, International Corporate Governance & Regulation
Tagged Accountability, Corporate Social Responsibility, Environmental disclosure, ESG, Firm performance, Firm valuation, International governance, Profitability, Shareholder value, Sustainability
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Narrow Path for Success of Post-Closing Disclosure Claims–Nguyen v. Barrett
Nguyen v. Barrett (Sept. 28, 2016) highlights yet again the Delaware courts’ recent narrowing of the circumstances under which plaintiffs can be successful in challenging M&A transactions–in this case, in the context of post-closing disclosure claims. Further, for the first time, the court has articulated the higher burden to a plaintiff in bringing a disclosure […]
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Posted in Accounting & Disclosure, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Delaware cases, Delaware law, Disclosure, Duty of care, Duty of loyalty, Fiduciary duties, Merger litigation, Mergers & acquisitions
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ISS Proposes New 2017 Voting Policies
[On October 27, 2016], ISS released its key draft proposed proxy voting policy changes for the 2017 proxy season. ISS is seeking comments by 6:00 p.m. EDT on November 10, 2016. ISS proposed policy changes, questions for comment and details around how to participate in the comment process are available here. Its final 2017 policies […]
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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Charter & bylaws, Dual-class stock, Executive Compensation, Institutional Investors, IPOs, ISS, Proxy advisors, Proxy voting, REITs, Say on pay, Shareholder rights, Shareholder voting, State law
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Crowdfunding Without the Crowd
My prior article on crowdfunding took a comprehensive look at crowdfunding’s evolution and its place in the entrepreneurial finance landscape. I concluded that while crowdfunding could well turn into a “market for lemons,” in which bad startups seek dumb money as a last resort, this did not have to be the case. I argued that […]
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Posted in Academic Research, Accounting & Disclosure, Securities Regulation
Tagged Capital formation, Crowdfunding, Investor protection, IPOs, JOBS Act, SEC, SEC rulemaking, Securities regulation, Small firms, Tech companies
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Sharing Ideas for Shareholders—and Others
For the past 10 years, one Harvard Law School blog has been serving as a forum for exchange of ideas and debate among lawyers, executives, institutional investors, academics and regulators. Each month, the Harvard Law School Forum on Corporate Governance and Financial Regulation features over 60 posts on a wide range of issues in these […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, HLS Research, Program News & Events
Tagged Boards of Directors, Classified boards, Hedge funds, Program on Corporate Governance, Securities regulation, Shareholder activism, Shareholder rights
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