-
Supported By:
Subscribe or Follow
HLS Faculty & Senior Fellows
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
SEC Proposes Universal Proxy Ballots
On October 26, the Securities and Exchange Commission proposed long-expected changes to the proxy rules in order to mandate the use of universal proxy cards in contested elections at annual meetings. The proposal is designed to address the current inability of shareholders to vote for the combination of board nominees of their choice in an […]
Click here to read the complete post
Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Institutional Investors, Majority voting, Proxy access, Proxy contests, Proxy materials, Proxy voting, SEC, SEC rulemaking, Securities regulation, Shareholder activism, Shareholder nominations, Shareholder voting, Universal proxy ballots
Comments Off on SEC Proposes Universal Proxy Ballots
ESG and Fiduciary Duties: A Roadmap for the US Capital Market
Some investors have defined their fiduciary duties in narrow terms, arguing that they preclude consideration of Environmental, Social and Governance (ESG) factors. This misunderstands the nature of a prudent investment decision—which changes over time. Over recent decades corporate disclosures to investors have expanded to include reporting on a corporation’s liquidity, capital structure, credit risk instruments […]
Click here to read the complete post
Posted in Accounting & Disclosure, Boards of Directors, International Corporate Governance & Regulation, Practitioner Publications, Securities Regulation
Tagged Accountability, Asset management, Disclosure, Duty of loyalty, Engagement, Environmental disclosure, ESG, Fiduciary duties, International governance, Long-Term value, Regulation S-K, Shareholder value, Sustainability, UK
Comments Off on ESG and Fiduciary Duties: A Roadmap for the US Capital Market
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 […]
Click here to read the complete post
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
Comments Off on Social Responsibility Resolutions
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 […]
Click here to read the complete post
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
Comments Off on CEO and Executive Compensation Practices: 2016 Edition
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 […]
Click here to read the complete post
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
Comments Off on D.C. Circuit Finds Single-Director Structure of the CFPB Unconstitutional
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 […]
Click here to read the complete post
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
Comments Off on Managers’ Cultural Background and Disclosure Attributes
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 […]
Click here to read the complete post
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
Comments Off on Key Points from the US G-SIBs’ Resolution Plan Progress Reports
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 […]
Click here to read the complete post
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
Comments Off on Opt-Out Cases in Securities Class Action Settlements
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 […]
Click here to read the complete post
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
Comments Off on Understanding Bank Payouts During the Crisis of 2007-2009
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 […]
Click here to read the complete post
Posted in Weekly Roundup
Tagged Weekly Roundup
Comments Off on Weekly Roundup: October 21, 2016–October 27, 2016