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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
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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The Law and Brexit II
Since our prior post, we now have a new UK Government in place, with a new Prime Minister and a new “Secretary of State for Exiting the European Union.” The shape of the UK’s future relationship with the EU, or even the key objectives of the new UK Government in the Brexit negotiations, remain unclear. […]
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Posted in Banking & Financial Institutions, Financial Regulation, International Corporate Governance & Regulation, Practitioner Publications, Securities Regulation
Tagged Banks, Brexit, Broker-dealers, Central banking, Clearing houses, Derivatives, EU, Europe, Financial institutions, Financial regulation, Foreign banks, International governance, Money laundering, Securities regulation, Systemic risk, UK
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Comparative Corporate Governance: Old and New
In the forthcoming book chapter, Comparative Corporate Governance: Old and New, I take a bird’s eye perspective on changes in corporate governance systems both in Continental Europe and in the US, and explore their possible impact on the comparative corporate governance literature. Comparative corporate governance scholarship has focused, among other things, on two core issues. […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Institutional Investors, International Corporate Governance & Regulation
Tagged Agency costs, Capital markets, Controlling shareholders, Europe, Germany, Institutional Investors, Legal systems, Management, Ownership structure, Pension funds, Retail investors, Shareholder activism, Shareholder rights, Social contract
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SEC Proposal to Streamline Disclosure Requirements
On June 28, 2016, the Securities and Exchange Commission (the SEC) proposed Rule 206(4)-4 under the Investment Advisers Act of 1940 that would require each SEC-registered investment adviser to adopt, implement and annually review a written business continuity and transition plan to address risks related to potential significant disruptions in, or termination of, the adviser’s […]
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Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Cybersecurity, Disclosure, Investment advisers, Investment Advisers Act, Investor protection, REG SCI, Risk, SEC, SEC rulemaking, Succession
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DOJ Acts on Interlock Concern in Transaction Involving Foreign Entities
On July 14, 2016, the United States Department of Justice announced that it had concerns that a transaction involving two foreign electronic trading platforms would have, as originally structured, violated Section 8 of the Clayton Act. The parties restructured the transaction to address those concerns. Section 8 of the Clayton Act generally prohibits the same […]
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Posted in Boards of Directors, International Corporate Governance & Regulation, Practitioner Publications, Securities Litigation & Enforcement
Tagged Antitrust, Boards of Directors, Clayton Act, Conflicts of interest, DOJ, Foreign firms, Interlocking boards, International governance, Safe harbor, Securities enforcement, UK
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Director Tenure Remains a Focus of Investors and Activists
Director tenure, or “board refreshment,” is a corporate governance flashpoint at the moment for institutional investors, boards of directors and proxy advisory firms. One of the top takeaways from the 2016 proxy season, according to EY, is that “board composition remains a key focus—with director tenure and board leadership coming under increased investor scrutiny.” Many […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged BlackRock, Board composition, Board evaluation, Board independence, Board leadership, Board performance, Boards of Directors, Director tenure, Diversity, Entrenchment, Proxy advisors, Succession, Term limits
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Pre-Market Trading and IPO Pricing
The underpricing of initial public offerings (IPOs), with stocks going public having an offer price that is on average below the market price once the stock starts trading, is a worldwide phenomenon. Explanations for the positive first day returns, which average 10-30% in most countries, largely fall into two categories: 1) compensating investors for the […]
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Posted in Academic Research, Empirical Research, International Corporate Governance & Regulation
Tagged Agency costs, Agency model, Broker-dealers, Firm valuation, Information asymmetries, International governance, IPOs, Market efficiency, Public firms, Rent-seeking, Taiwan, Underpricing, Underwriting
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The Granular Nature of Large Institutional Investors
The U.S. asset management industry has become increasingly concentrated in recent times. Over the last 35 years, the largest institutional investors have quadrupled their holdings in the equity market. As of September 2015, the largest asset manager oversaw 5.1% of the total equity assets in SEC 13F filings, and the largest 10 managers managed 23.4% […]
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Posted in Academic Research, Empirical Research, Financial Crisis, Institutional Investors
Tagged Asset management, Financial crisis, Institutional Investors, Mutual funds, Risk, Risk management, Shocks, Stock performance, Systemic risk
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