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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
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 […]
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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
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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 […]
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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
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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, […]
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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
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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 […]
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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
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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 […]
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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
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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 […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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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 […]
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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
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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 […]
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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
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The “Buy Side” View on CEO Pay
Executive compensation is a highly controversial topic. Seventy percent of Americans believe that CEO compensation among large publicly traded corporations is a problem. Twenty-five percent of directors believe that CEOs do not receive the correct level of pay based on the expected value of awards when they are granted; and 30 percent of directors believe […]
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Posted in Academic Research, Accounting & Disclosure, Executive Compensation, Institutional Investors
Tagged Asset management, Compensation committees, Compensation disclosure, Compensation guidelines, Compensation ratios, Executive performance, Firm performance, Institutional Investors, Management, Pay for performance, Say on pay, Surveys
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Ninth Circuit’s Approval of Compensation Clawback for Executives Not Engaged in Misconduct
[On August 31, 2016], the Ninth Circuit issued an opinion in SEC v. Jensen. The court held that Rule 13a-14 of the Securities Exchange Act confirms that the SEC has a cause of action against CEOs and CFOs who sign false or misleading certifications. (Op. at 5, 24.) Importantly, the court also held that Section […]
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Posted in Court Cases, Executive Compensation, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Clawbacks, Disgorgement, Exchange Act s.13, Executive Compensation, Financial reporting, Management, Misconduct, Misreporting, SEC, SEC enforcement, Securities enforcement, Securities regulation, SOX, SOX Section 304, U.S. federal courts
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