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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
Protecting the Interests of Long-Term Shareholders In Activist Engagements
Key Takeaways State Street Global Advisors (SSgA) recognizes that activists can bring positive change to underperforming companies, especially when boards or management ignore investor concerns about poor corporate governance practices. As near permanent capital, SSgA’s main goal is to ensure that activists are helping to promote long-term value creation in whatever way they choose to […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Engagement, Firm performance, Institutional Investors, Institutional voting, Investor horizons, Long-Term value, Management, Proxy contests, Proxy voting, Settlements, Shareholder activism, Shareholder value, Short-termism
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Responding to Concerns Regarding the Protection of the Interests of Long-Term Shareholders in Activist Engagements
On October 10, 2016, State Street Global Advisors (SSGA) issued a press release and published an article (discussed on the Forum here) expressing wariness about rapid settlements with activists without the input of long-term shareholders, a view shared by other large institutional investors. To address this concern, SSGA CEO Ron O’Hanley requested that “corporate boards develop […]
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Posted in Boards of Directors, Corporate Elections & Voting, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Engagement, Institutional Investors, Long-Term value, Mergers & acquisitions, Proxy contests, Settlements, Shareholder activism, Shareholder value, Shareholder voting
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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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