-
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
The Finer Points of Proxy Access Bylaws Come Under the Microscope
U.S. companies’ adoption of proxy access bylaws—which give qualifying shareholders the right to nominate director candidates on the company’s proxy ballot—in response to shareholder pressure has been the big corporate governance story of 2015 and 2016. As of August 31, 39 percent of S&P 500 companies provide a proxy access right, and 264 U.S. companies […]
Click here to read the complete post
Posted in Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Charter & bylaws, Director compensation, Golden leashes, ISS, No-action letters, Proxy access, Proxy contests, Proxy voting, SEC, Securities regulation, Shareholder nominations, Shareholder proposals, Shareholder voting
Comments Off on The Finer Points of Proxy Access Bylaws Come Under the Microscope
Federal Civil Penalties Set to Increase Significantly, Many Present Retroactivity Concerns
Over the past several months, many federal agencies have adopted rules significantly increasing the maximum civil monetary penalties (“CMPs”) they can potentially impose. The increased penalty amounts were adopted in response to recent legislation from Congress requiring that federal agencies make adjustments to “catch up” with inflation. The catch up adjustments allow agencies to increase their penalty amounts by as much as 150% of their November […]
Click here to read the complete post
Posted in Legislative & Regulatory Developments, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged CFPB, Debtor-creditor law, Financial regulation, Liability standards, OMB, SEC, SEC enforcement, Securities regulation
Comments Off on Federal Civil Penalties Set to Increase Significantly, Many Present Retroactivity Concerns
Political Cognitive Biases Effects on Fund Managers’ Performance
Who does a better job in managing money—Democrats or Republicans? We finally have at least a partial answer. Ideology is an important bias in the financial industry which is not usually factored in. Under rational agent hypothesis, financial industry practitioners should not be affected by political discourse. Rare events, however, may silence rationality and potentiate […]
Click here to read the complete post
Posted in Academic Research, Empirical Research, Private Equity
Tagged Behavioral finance, Decision-making, Fund managers, Fund performance, Hedge funds, Information environment, Market conditions, Private equity, Social networks
Comments Off on Political Cognitive Biases Effects on Fund Managers’ Performance
Crash Beliefs from Investor Surveys
Investors’ beliefs about whether a severe market crash is impending can affect the prices and expected returns on risky assets, such as publicly traded stocks. However, beliefs regarding extreme market events are difficult to measure using typical economic data, precisely because they are low-probability outcomes. Observed asset prices are also determined by investor preferences, such […]
Click here to read the complete post
Posted in Academic Research, Empirical Research, Financial Crisis, Institutional Investors
Tagged Decision-making, Financial crisis, Information asymmetries, Information environment, Institutional Investors, Market conditions, Market efficiency, Risk, Risk assessment, Stock performance, Surveys
Comments Off on Crash Beliefs from Investor Surveys
Pay-to-Play Rules for Swap Dealers
As election season enters full swing, with political candidates at all levels actively soliciting campaign donations from individuals and companies, it is an ideal time for all companies to review the policies and procedures in place for political donations. While the SEC’s pay-to-play rules governing registered investment advisers and their “covered associates” are well known, […]
Click here to read the complete post
Posted in Accounting & Disclosure, Derivatives, Practitioner Publications
Tagged Broker-dealers, Campaign finance, CFTC, Derivatives, Disclosure, Pay to play, Political spending, SEC, Securities regulation, Swaps, Swaps entities
Comments Off on Pay-to-Play Rules for Swap Dealers
2016 Proxy Mid-Season Review
The total number of environmental and social policy shareholder resolutions filed in 2016 dropped to 431, down from 465 in 2015. But 239 went to votes, more than ever before, and the final tally included nine majority votes (including two not opposed by management). However, the number of withdrawn proposals dropped to the lowest level […]
Click here to read the complete post
Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Corporate Social Responsibility, Practitioner Publications
Tagged Boards of Directors, Climate change, Corporate Social Responsibility, Diversity, Environmental disclosure, ESG, Proxy season, Proxy voting, Shareholder proposals, Shareholder voting, Sustainability
Comments Off on 2016 Proxy Mid-Season Review
Ex-Ante Corporate Governance
Who should make decisions for a corporation? And how should decisions about who makes decisions be made? These fundamental governance questions motivate much of corporate law, as lawmakers seek to strike a sensible balance of power between managers, shareholders, creditors, suppliers, and other players in the corporate system. Historically, much of the governance interplay has […]
Click here to read the complete post
Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting
Tagged Agency model, Boards of Directors, Charter & bylaws, Contracts, Delaware articles, Delaware law, Management, Shareholder activism, Shareholder communications, Shareholder elections, Shareholder power, Shareholder proposals
Comments Off on Ex-Ante Corporate Governance
Weekly Roundup: September 1–September 8, 2016
Venture Capital 2.0 Posted by Joseph A. McCahery and Erik P.M. Vermeulen, Tilburg University, on Friday, September 2, 2016 Tags: Capital formation, Crowdfunding, Equity capital, Fund managers, IPOs, JOBS Act, Liquidity, Private equity, Tech companies, Venture capital firms Special Meeting Proposals Posted by Yafit Cohn, Simpson Thacher & Bartlett LLP, on Friday, September 2, 2016 […]
Click here to read the complete post
Posted in Weekly Roundup
Tagged Weekly Roundup
Comments Off on Weekly Roundup: September 1–September 8, 2016
Principles of Corporate Governance
Business Roundtable has been recognized for decades as an authoritative voice on matters affecting American business corporations and meaningful and effective corporate governance practices. Since Business Roundtable last updated Principles of Corporate Governance in 2012, U.S. public companies have continued to adapt and refine their governance practices within the framework of evolving laws and stock […]
Click here to read the complete post
Posted in Accounting & Disclosure, Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Practitioner Publications
Tagged Accountability, Board composition, Board dynamics, Boards of Directors, Business Roundtable Principles of Corporate Governance, Compliance & ethics, Corporate governance, Diversity, Engagement, Management, Shareholder proposals, Shareholder voting, Stakeholders, Succession, Sustainability
Comments Off on Principles of Corporate Governance
Thoughts on the Business Roundtable’s Principles of Corporate Governance
In an important governance development, on August 3 the influential Business Roundtable (“BRT”) released a 2016 edition of its well-known “Governance Principles” monograph. The new BRT Principles follows closely on the heels of the July 21 release of the “Commonsense Principles of Corporate Governance” (“the Commonsense Principles”), by a diverse, twelve-member coalition of executives of major […]
Click here to read the complete post
Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Practitioner Publications
Tagged Board composition, Boards of Directors, Business Roundtable, Business Roundtable Principles of Corporate Governance, Corporate governance, Diversity, Engagement, General counsel, Long-Term value, Succession, Sustainability
Comments Off on Thoughts on the Business Roundtable’s Principles of Corporate Governance