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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
Social Responsibility Resolutions
Shareholders exert significant influence on the social and environmental behavior of U.S. corporations. Shareholders vote on social responsibility resolutions that are put forward at corporations; their success or failure influences the social and environmental behavior of those corporations. The largest shareholders are institutional investors—mutual funds, investment advisers and pension funds. When they vote on social […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Corporate Social Responsibility, Empirical Research, Institutional Investors
Tagged Corporate Social Responsibility, Disclosure, ESG, Fiduciary duties, Fund managers, Institutional Investors, Mutual funds, Pension funds, Political spending, Shareholder proposals, Shareholder voting
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CEO and Executive Compensation Practices: 2016 Edition
The Conference Board, in collaboration with Arthur J. Gallagher & Co. and MylogIQ, recently released CEO and Executive Compensation Practices: 2016 Edition, which documents trends and developments on senior management compensation at companies issuing equity securities registered with the US Securities and Exchange Commission (SEC) and, as of May 2016, included in the Russell 3000 […]
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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Practitioner Publications
Tagged Compensation disclosure, Compensation ratios, Equity-based compensation, Executive Compensation, Firm performance, Incentives, Management, Pay for performance, Say on pay, Shareholder voting
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D.C. Circuit Finds Single-Director Structure of the CFPB Unconstitutional
On October 11, 2016, the D.C. Circuit Court of Appeals held in PHH Corp. v. CFPB that the structure of the Consumer Financial Protection Bureau (“CFPB”) as an independent agency headed by a single Director violated Article II of the Constitution. As a remedy, the court struck the Director’s “for cause” removal protection, such that […]
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Posted in Banking & Financial Institutions, Court Cases, Financial Regulation, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Banks, CFPB, Consumer protection, Dodd-Frank Act, Financial institutions, Financial regulation, Securities enforcement, Securities litigation, Securities regulation, U.S. federal courts
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Managers’ Cultural Background and Disclosure Attributes
To what extent does the cultural background of managers impact how they communicate with investors? In our study, Managers Cultural Background and Disclosure Attributes, we build on prior research to deepen our understanding of the economic significance of individuals’ cultural background in a corporate context. More specifically, we focus on managers’ communication style during earnings […]
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Posted in Academic Research, Accounting & Disclosure, Comparative Corporate Governance & Regulation, Empirical Research, International Corporate Governance & Regulation
Tagged Accounting, Corporate culture, Disclosure, Diversity, Earnings announcements, Engagement, Information environment, International governance, Management, Managerial style, Market reaction, Social capital, Social networks
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Key Points from the US G-SIBs’ Resolution Plan Progress Reports
This week, the Federal Reserve and the FDIC (collectively, “Agencies”) released the public sections of the resolution plan progress reports submitted on October 1st by the eight largest US banking institutions (“October Submissions”). In April, the Agencies jointly determined five of the eight banks’ 2015 resolution plans to be “not credible,” while all eight were […]
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Posted in Banking & Financial Institutions, Boards of Directors, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Bank boards, Bankruptcy, Banks, Boards of Directors, Capital requirements, FDIC, Federal Reserve, Financial crisis, Financial institutions, Financial regulation, G-SIB, Liquidity, Management, Recovery & resolution plans, Systemic risk
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Opt-Out Cases in Securities Class Action Settlements
This post updates our 2013 publication Opt-Out Cases in Securities Class Action Settlements, which provided for the first time a comprehensive quantitative analysis of publicly available lawsuits and settlements of so-called “opt-out” securities cases (cases in which at least one putative class member excludes itself from the class in order to pursue a separate lawsuit […]
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Posted in Court Cases, Empirical Research, Institutional Investors, Practitioner Publications, Securities Litigation & Enforcement
Tagged Class actions, Cross-border transactions, Hedge funds, Institutional Investors, Pension funds, PSLRA, Securities enforcement, Securities litigation, Settlements, SLUSA, U.S. federal courts
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Understanding Bank Payouts During the Crisis of 2007-2009
Banks have long been known for paying high dividends. Their payout decisions in the financial crisis of 2007-2009 received considerable coverage in the press. Acharya et al. (2012) document that, despite mounting losses, many of the largest US bank holding companies kept dividends constant and in some cases even increased them until the end of […]
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Posted in Academic Research, Banking & Financial Institutions, Empirical Research, Financial Crisis
Tagged Bankruptcy, Banks, Dividends, Failed banks, Financial crisis, Financial institutions, Insider trading, Market reaction, Ownership structure, Payouts, Shareholder value, Signaling
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Weekly Roundup: October 21, 2016–October 27, 2016
Distracted Shareholders and Corporate Actions Posted by Alberto Manconi, Bocconi University, on Friday, October 21, 2016 Tags: Accountability, Acquisitions, Agency costs, Behavioral finance, Information environment, Institutional Investors,Management, Mergers & acquisitions, Oversight CEO Succession Practices in the S&P 500: 2016 Edition Posted by Matteo Tonello, The Conference Board, Inc., on Friday, October 21, 2016 Tags: Board […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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SEC Chair Statement on a Universal Proxy System
Good morning. This is an open meeting of the U.S. Securities and Exchange Commission on October 26, 2016, under the Government in the Sunshine Act. Today, the Commission will consider two recommendations from the Division of Corporation Finance. First, the Commission will consider a recommendation to propose changes to our proxy rules to require the […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Boards of Directors, Institutional Investors, Proxy access, Proxy contests, Proxy materials, Proxy voting, SEC rulemaking, Securities regulation, Shareholder elections, Shareholder nominations, Shareholder rights, Shareholder voting, State law, Universal proxy ballots
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SEC Commissioner Stein Supporting Statement on the Proposed Universal Proxy Rule
Good morning. I would like to thank the staff for all of their hard work leading up to this proposal. The team spent a lot of time listening to and considering a variety of views regarding the issue of universal proxy. In particular, I would like to thank Tiffany Posil, Tina Chalk and Michele Anderson […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Boards of Directors, Institutional Investors, Proxy access, Proxy contests, Proxy materials, Proxy voting, SEC rulemaking, Securities regulation, Shareholder elections, Shareholder nominations, Shareholder rights, Shareholder voting, State law, Universal proxy ballots, Withhold votes
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