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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
A Gadfly’s Perspective
Individuals who submit shareholder proposals to companies for inclusion on their proxy statements are often characterized as nuisances. These shareholders often have little wealth at stake yet exert considerable effort and incur nonâtrivial expenses in order have a shareholder proposal put to a voteâwhich more often than not does not support the proponentâs proposal. David […]
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Posted in Academic Research, Boards of Directors, Corporate Elections & Voting, Institutional Investors, Securities Regulation
Tagged Boards of Directors, Capital allocation, Engagement, Institutional Investors, Management, Proxy season, Proxy voting, Repurchases, SEC, Shareholder activism, Shareholder proposals, Shareholder value
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What Do Private Equity Firms Say They Do?
Our new article, What Do Private Equity Firms Say They Do?, is the largest survey of private equity (PE) investors to date. While there has been much academic work on the effects of private equity, there has been relatively little analysis of actions taken by PE fund managers. We seek to fill this gap by […]
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Posted in Academic Research, Empirical Research, Private Equity
Tagged Asset management, Capital structure, Equity capital, Firm performance, Fund managers, Incentives, Management, Oversight, Partnerships, Private equity, Surveys
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Buybacks and the Board: Director Perspectives on the Share Repurchase Revolution
To learn how companies make decisions about share repurchases, Tapestry Networks interviewed 44 directors serving on the boards of 95 publicly traded US companies with an aggregate market capitalization of $2.7 trillion. The complete publication (available here) synthesizes these directorsâ views and broader research on repurchase programs. Report highlights include:
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Posted in Accounting & Disclosure, Boards of Directors, Executive Compensation, Practitioner Publications
Tagged Boards of Directors, Capital structure, Disclosure, Executive Compensation, Incentives, Long-Term value, Management, Market conditions, R&D, Repurchases, Shareholder value, Short-termism, Stock returns, Surveys
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Federal Court’s Denial of Excessive Fee Claims on Mutual Fund âManager of Managersâ Theory
On August 25, a federal court in the District of New Jersey issued a much-anticipated decision, finding after a lengthy trial that shareholder plaintiffs failed to prove claims that AXA entities had charged excessive mutual fund management fees in violation of Section 36(b) of the 1940 Act. In the first case to proceed to trial […]
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Posted in Court Cases, Practitioner Publications, Securities Regulation
Tagged Fiduciary duties, Fund managers, Investment advisers, Liability standards, Mutual funds, Section 36(b), Securities regulation, U.S. federal courts
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The SECâs Whistleblower Program: The Successful Early Years
I am pleased to have the opportunity this morning [Sept. 14, 2016] to speak about the Commissionâs 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 […]
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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
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Why Donât 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 firmâs legal strategy. On the other hand, they are the corporate watchdog. Sarbanes Oxley (SOX) imposes a […]
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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
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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 investorsâ votes […]
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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
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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 […]
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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
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A Theory of Efficient Short-Termism
In the area of corporate investment policy and governance, one of the most widely-studied topics is corporate âshort-termismâ or âinvestment myopiaâ, 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 […]
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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
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