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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 Christine Davine
- 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 Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Corporate Governance Indices and Construct Validity
A common strategy in corporate governance research is to build a corporate governance index and then see whether the index predicts firm value or performance. These indices are imperfect, but their use is widespread because researchers lack good alternatives. A major concern with governance indices is what they actually measure. The concept of governance is […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Empirical Research, International Corporate Governance & Regulation
Tagged Board independence, Boards of Directors, Brazil, Disclosure, Firm performance, Firm valuation, G-Index, Governance indices, India, International governance, Korea, Ownership structure, Russia, Turkey
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Do Institutional Investors Demand Public Disclosure?
Do institutional investors demand corporate disclosure? A central question in finance and accounting is whether corporate transparency benefits or hurts investors. This issue is complicated by the fact that information provision could affect groups of investors differentially. Public information may crowd out the private information advantage of some institutional investors; alternatively, investors, particularly those following […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, Institutional Investors
Tagged Disclosure, Filings, Financial reporting, Forecasting, Form 8-K, Information environment, Institutional Investors, Market reaction, Ownership, Reporting regulation, Transparency
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Key Points from Governor Tarullo’s Speech on Stress Testing and the Fed’s NPR
The Federal Reserve (Fed) is tilting the balance of its supervisory stress testing program to drive capital requirements higher for large, systemically important Bank Holding Companies (BHCs), while providing some relief for less complex institutions. In an important speech last Monday, Fed Governor Daniel Tarullo suggested several significant changes to the Fed’s annual Comprehensive Capital […]
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Posted in Banking & Financial Institutions, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Banks, Capital requirements, Disclosure, Federal Reserve, Financial crisis, Financial institutions, Financial regulation, G-SIB, Leverage, Liquidity, Risk assessment, Stress tests, Systemic risk, Transparency
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Proposed Canada Business Corporations Act Amendments: A New Era?
On September 28, 2016, the federal government introduced Bill C-25 in Parliament, proposing significant amendments to the Canada Business Corporations Act (CBCA) (the Proposed Amendments). If adopted, the Proposed Amendments will impose obligations on reporting issuers (and other distributing and prescribed corporations, defined in the CBCA) in line with current governance best practices, including the […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, International Corporate Governance & Regulation, Securities Regulation
Tagged Board composition, Boards of Directors, Canada, Disclosure, Diversity, International governance, Majority voting, Securities regulation, Shareholder voting, Staggered boards
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The Virtuous Corporation
Above and beyond their traditional financial roles, contemporary corporations are increasingly assuming a normative role, promoting social agendas. According to 2015 Sustainability reports, the normative outreach of contemporary S&P 500 corporations is growing with exuberance, notwithstanding their ultimate commitment to shareholder value. Social values are embedded in every corporate decision: Corporations have always generated norms […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Corporate Social Responsibility, Empirical Research
Tagged Benefit corporation, Compliance & ethics, Corporate culture, Corporate Social Responsibility, Engagement, Firm performance, Incentives, Management, Reputation, Social capital, Stakeholders, Sustainability
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Weekly Roundup: October 7, 2016–October 13, 2016
The Law and Brexit VII Posted by Thomas J. Reid, Davis Polk & Wardwell LLP, on Friday, October 7, 2016 Tags: Banks, Brexit, Compliance and disclosure interpretation, EU, Europe, Financial institutions, Financial regulation,Financial technology, France, Inside information, International governance, UK Disclosure of Beneficial Ownership After the Panama Papers Posted by Joseph A. McCahery, Tilburg University, […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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What Is the Real Value of an Incentive Compensation Award When It Is Made?
The value of an incentive compensation award to an executive often is significantly less than the award’s “target value.” Target value for this purpose means the amount “targeted” for payout at the end of an award period if conditions to which the award is subject are satisfied. These conditions may be based on achievement of […]
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Posted in Accounting & Disclosure, Executive Compensation, Practitioner Publications, Securities Regulation
Tagged Accounting, Banks, Bonuses, Clawbacks, Disclosure, Dodd-Frank Act, Equity-based compensation, Executive Compensation, Financial institutions, Incentives, Management, Misconduct, Pay for performance, Risk management, Sarbanes–Oxley Act
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2016 CPA-Zicklin Index of Corporate Political Disclosure
Even in a record-breaking year for money in politics, America’s largest publicly traded companies are steadily moving toward making disclosure and oversight of corporate political spending a common practice. The sixth annual CPA-Zicklin Index of Political Disclosure and Accountability contains this and other key findings, providing for the very first time a year-to-year comparison of […]
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Posted in Accounting & Disclosure, Comparative Corporate Governance & Regulation, Practitioner Publications, Securities Regulation
Tagged Accountability, Citizens United v. FEC, Disclosure, Engagement, Oversight, Political spending, Securities regulation, Surveys, Transparency
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The “Reasonable Investor” of Federal Securities Law
For decades public companies have complained that the enormous damage awards threatened in securities class actions renders settlement of even non-meritorious cases rational, promoting the filing of frivolous suits. This argument convinced Congress to enact the Private Securities Litigation Reform Act of 1995 (PSLRA), which includes a variety of measures designed to deter the filing […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Securities Litigation & Enforcement
Tagged Class actions, Common-law claims, Materiality, PSLRA, Rule 10b-5, SEC, Securities Act, Securities fraud, Securities litigation, Securities regulation, Shareholder suits
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Significant Activity in All Sectors as Financial Institutions Innovate and Evolve
2016 began with a flurry of bank M&A activity that decelerated somewhat as fears of Brexit and an overall slowdown in global growth overtook the financial markets and dampened expectations of a near-term interest rate increase. While commodity and stock prices have gradually recovered, the yield curve is now flatter than when the year began. […]
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Posted in Banking & Financial Institutions, Boards of Directors, Executive Compensation, Mergers & Acquisitions, Practitioner Publications, Securities Regulation
Tagged Antitrust, Asset management, Banks, Boards of Directors, Executive Compensation, Financial institutions, Financial regulation, Financial technology, Mergers & acquisitions, Securities regulation, Shareholder activism, Shareholder value
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