-
Supported By:
Subscribe or Follow
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
The SEC’s Whistleblower Program: The Successful Early Years
I am pleased to have the opportunity this morning [Sept. 14, 2016] to speak about the Commission’s whistleblower program to an audience so integral to that program, whistleblowers and their counsel. Whistleblowers provide an invaluable public service, often at great personal and professional sacrifice and peril. I cannot overstate the appreciation we have for the […]
Click here to read the complete post
Posted in Accounting & Disclosure, Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Compliance & ethics, Confidentiality, Corporate fraud, Dodd-Frank Act, FCPA, Misconduct, Rule 21F-17, SEC, SEC enforcement, SEC investigations, Securities enforcement, Securities fraud, Securities regulation, Whistleblowers
Comments Off on The SEC’s Whistleblower Program: The Successful Early Years
Why Don’t General Counsels Stop Corporate Crime?
General Counsels (GCs) are supposed to wear multiple hats and manage these hats efficiently. On the one hand, they are the top legal officer for the firm, working closely with the top management and formulating and executing the firm’s legal strategy. On the other hand, they are the corporate watchdog. Sarbanes Oxley (SOX) imposes a […]
Click here to read the complete post
Posted in Academic Research, Boards of Directors, Empirical Research, Securities Litigation & Enforcement
Tagged Boards of Directors, Class actions, Corporate crime, Corporate fraud, General counsel, Information asymmetries, Inside counsel, Insider trading, Management, Misconduct, Oversight, Securities enforcement, SOX
Comments Off on Why Don’t General Counsels Stop Corporate Crime?
The Role of Proxy Advisory Firms
In our article The Role of Proxy Advisory Firms: Evidence from a Regression-Discontinuity Design, forthcoming in the Review of Financial Studies, we analyze the effect of Institutional Shareholder Services (ISS) recommendations on shareholder voting outcomes. Over time, regulators and market participants have become increasingly concerned with the influence proxy advisors allegedly have on investors’ votes […]
Click here to read the complete post
Posted in Academic Research, Corporate Elections & Voting, Empirical Research, Executive Compensation
Tagged Executive Compensation, Executive performance, Firm performance, Institutional Investors, Institutional voting, ISS, Proxy advisors, Proxy voting, Say on pay, Shareholder activism, Shareholder voting
Comments Off on The Role of Proxy Advisory Firms
Outsourcing Corporate Governance
With ever growing institutional shareholdings and recent regulatory reforms to enhance shareholder rights, proxy advisory firms, ISS and Glass Lewis in particular, have a large influence on shareholder votes. It is thus critical that these independent advisory firms issue unbiased recommendations and be free of potential conflicts of interest. My article, Outsourcing Corporate Governance: Conflicts […]
Click here to read the complete post
Posted in Academic Research, Corporate Elections & Voting, Empirical Research, Institutional Investors
Tagged Conflicts of interest, Glass Lewis, Information asymmetries, Information environment, Institutional Investors, ISS, Proxy advisors, Proxy voting, Shareholder activism, Shareholder elections, Shareholder value
Comments Off on Outsourcing Corporate Governance
A Theory of Efficient Short-Termism
In the area of corporate investment policy and governance, one of the most widely-studied topics is corporate “short-termism” or “investment myopia”, which is the practice of preferring lower-valued short-term projects over higher-valued long-term projects. It is widely asserted that short-termism is responsible for numerous ills, including excessive risk-taking and underinvestment in R&D, and that it […]
Click here to read the complete post
Posted in Academic Research, Comparative Corporate Governance & Regulation
Tagged Agency costs, Agency model, Decision-making, Firm performance, Incentives, Long-Term value, Management, Market efficiency, Moral hazard, Risk-taking, Shareholder activism, Shareholder value, Short-termism
Comments Off on A Theory of Efficient Short-Termism
Equity Market Structure in 2016 and for the Future
The American equity markets are the strongest in the world, and one of the Commission’s most important responsibilities is to work every day to maintain their fairness, orderliness, and efficiency. Optimizing market structure is a continuous process, one that requires the Commission to act with both care and intensity, strictly guided by what is best […]
Click here to read the complete post
Posted in Accounting & Disclosure, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Algorithmic trading, Audit trail, Broker-dealers, Capital markets, Disclosure, Exchange-traded funds, Financial technology, FINRA, High-frequency trading, Investor protection, Market conditions, Market efficiency, Proprietary trading, REG SCI, SEC, Securities regulation, Transparency
Comments Off on Equity Market Structure in 2016 and for the Future
PROMESA and Puerto Rico’s Pathways to Solvency
Facing a self-declared “death spiral” of public debt, the Governor of Puerto Rico announced a debt moratorium earlier this year, halting payments to bondholders. A series of missed payments followed, including a landmark default on constitutionally guaranteed bonds in July. At the same time, Congress passed the Puerto Rico Oversight, Management, and Economic Stability Act […]
Click here to read the complete post
Posted in Academic Research, Bankruptcy & Financial Distress, Securities Regulation
Tagged Bailouts, Bankruptcy, Bondholders, Bonds, Debt, Debtor-creditor law, Engagement, Incentives, Municipal securities, PROMESA, Puerto Rico, Restructurings, Securities regulation, Sovereign debt
Comments Off on PROMESA and Puerto Rico’s Pathways to Solvency
Weekly Roundup: September 9–September 15, 2016
Ex-Ante Corporate Governance Posted by George S. Geis, University of Virginia School of Law, on Friday, September 9, 2016 Tags: Agency model, Boards of Directors, Charter & bylaws, Contracts, Delaware articles, Delaware law, Management,Shareholder activism, Shareholder communications, Shareholder elections, Shareholder power, Shareholder proposals 2016 Proxy Mid-Season Review Posted by Heidi Welsh, Sustainable Investments Institute, on […]
Click here to read the complete post
Posted in Weekly Roundup
Tagged Weekly Roundup
Comments Off on Weekly Roundup: September 9–September 15, 2016
SEC Clawbacks of CEO and CFO Compensation
Last week, the U.S. Court of Appeals for the Ninth Circuit affirmed the SEC’s interpretation of Section 304 of the Sarbanes-Oxley Act, which authorizes the SEC to seek to claw back performance-based compensation paid to CEOs and CFOs of public companies in certain circumstances. SEC v. Jensen (Aug. 31, 2016). The SEC’s power to seek clawbacks […]
Click here to read the complete post
Posted in Court Cases, Executive Compensation, Securities Litigation & Enforcement, Securities Regulation
Tagged Clawbacks, Executive Compensation, Liability standards, Management, Misconduct, Misreporting, Pay for performance, SEC enforcement, Securities enforcement, Securities regulation, SOX, SOX Section 304, U.S. federal courts, Whistleblowers
Comments Off on SEC Clawbacks of CEO and CFO Compensation