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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
Form 13f (Mis) Filings
We examine the reliability of Form 13F filings and document the widespread presence of significant reporting errors. Even among a select group of high-profile bank holding companies, we find that filing firms frequently (1) report their holdings of securities that do not appear on the SEC’s Official List, (2) report inaccurate market prices for securities […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, Institutional Investors, Securities Regulation
Tagged Disclosure, Exchange Act, Filings, Form 13F, Institutional Investors, ISS, Misreporting, Reporting regulation, SEC, Securities regulation, Stock mispricing, Transparency
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The Importance of Trust for Investment
In our article, The Importance of Trust for Investment: Evidence from Venture Capital, forthcoming in the Review of Financial Studies, we ask whether trust among nations affects the decision to make an investment across different countries, how trust is related to investment success, and how trust affects deal structures. Following the social capital literature, we […]
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Posted in Academic Research, Empirical Research, International Corporate Governance & Regulation
Tagged Behavioral finance, Capital formation, Contracts, Cross-border transactions, EU, Europe, International governance, Risk assessment, Social capital, Venture capital firms
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Regulating Conduct & Culture in the Financial Industry
The Eurofi High Level Seminar 2016, which took place in Amsterdam from 20-22 April during the Dutch EU Council Presidency, examined new trends and objectives in the financial sector, amongst which the improvement of conduct and culture. The full report of the event was made available this month, containing an account of the discussions held […]
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Posted in Banking & Financial Institutions, Financial Regulation, International Corporate Governance & Regulation, Practitioner Publications
Tagged Accountability, Banks, Boards of Directors, Compliance & ethics, Corporate culture, EU, Europe, Financial institutions, Financial regulation, International governance, Management, Managerial style
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A Critique of the ValueAct Settlement
The announced settlement of the referenced matter appears to be a product of coerced capitulation rather than of the parties’ relative assessments of the merits. It appears that ValueAct, in response to the FTC’s post-litigation decision to dramatically increase the penalties for violations of the Hart-Scott-Rodino Antitrust Improvements Act (the “HSR Act”) and to apply […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Antitrust, Beneficial owners, Disclosure, DOJ, Exchange Act, FTC, Hart-Scott-Rodino Act, Schedule 13D, SEC, Securities regulation, Settlements, Shareholder activism, ValueAct Capital
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Conglomerate Investment, Skewness, and the CEO Long-Shot Bias
Making investment decisions that maximize shareholder value is the central task of corporate managers, and every MBA curriculum features state-of-the-art valuation tools prominently. Nevertheless, making investment decisions in the real world is difficult because even the best valuation tools rely to a considerable extent on assumptions that are subjective. Consistent with substantial residual uncertainty around […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research
Tagged Behavioral finance, Capital allocation, Decision-making, Management, Managerial style, Risk, Risk-taking, Shareholder value
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Weekly Roundup: July 29–August 4, 2016
Creditors’ Incentives to Monitor: The Impact of CEO Compensation Structure Posted by Francesco Vallascas, University of Leeds, on Friday, July 29, 2016 Tags: Agency costs, Behavioral finance, Debt, Debt contracts, Equity-based compensation, Executive Compensation,Financial institutions, Incentives, Management, Risk-taking, Short-termism, Stock options, Stock performance Refreshing the Board Posted by Steven B. Stokdyk and Joel H. Trotter, […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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The Commonsense Corporate Governance Principles: Who Was Missing from the Table?
A most curious press release sprouted up amidst summer’s hot growing season: 13 leaders of public companies and investing firms have put forth self-professed governance principles for public companies. As can often happen with a group drawn from diverse constituencies, however, and no matter how laudable the goal, the message avoided controversy—and thus at times […]
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Posted in Accounting & Disclosure, Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Accounting standards, Board composition, Board dynamics, Boards of Directors, Commonsense Principles, Corporate governance, Engagement, Entrenchment, Financial reporting, Institutional Investors, Pension funds, Proxy access, Shareholder voting, Short-termism
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Boards, Shareholders, and Executive Pay
More and more, we are seeing boards engage with shareholders and other stakeholders about executive compensation. But what has motivated this new attitude? We take a closer look at the drivers behind it, including provisions of the Dodd-Frank Act, the role of proxy advisors and shareholder pressure, and offer advice on how boards can do […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Executive Compensation, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Compensation disclosure, Dodd-Frank Act, Engagement, Executive Compensation, Glass Lewis, Golden parachutes, ISS, Proxy advisors, Proxy voting, Regulation FD, Say on pay, SEC, Securities regulation, Shareholder voting
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Race and Gender Inequality in the Boardroom
In the paper, Racial and Gender Inequality in the Boardroom, we analyze the individual compensation levels of S&P 1,500 directors and find that minority and female (“diverse”) directors earn systematically lower compensation than their peers serving within the same board, despite having higher qualifications on average. The lower compensation is largely a function of board […]
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Posted in Academic Research, Boards of Directors, Corporate Elections & Voting, Corporate Social Responsibility, Empirical Research
Tagged Board composition, Board leadership, Boards of Directors, Compensation committees, Director compensation, Diversity, Lead directors, Public firms, Public perception, Shareholder elections, Shareholder voting
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DOJ and SEC Guidance on HSR and “Passive” Investors
A settlement on July 12, 2016 by the DOJ with ValueAct for violations of the HSR Act’s notification requirements and an interpretation of the Exchange Act’s beneficial ownership reporting rules posted by the SEC staff on July 14, 2016 combine to provide new guidance that will have an immediate impact on shareholder activism and engagement. […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Antitrust, Beneficial owners, Disclosure, DOJ, Exchange Act, Hart-Scott-Rodino Act, Proxy contests, Schedule 13D, SEC, SEC rulemaking, Securities enforcement, Securities regulation, Shareholder activism, Shareholder communications, Shareholder proposals, ValueAct Capital
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