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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
HSR Violation Penalties More Than Doubled by FTC
On June 29, 2016, the Federal Trade Commission (“FTC”) announced an increase in the maximum civil penalties it may impose for violations of the Hart-Scott-Rodino Act (“HSR Act”) and various other rules and orders governed by the FTC. The maximum civil penalty for HSR violations has increased from a daily fine of $16,000 per day, […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Antitrust, Disclosure, FTC, Hart-Scott-Rodino Act, Securities enforcement, Securities regulation
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Why Do Shareholders Condone Seemingly “Excessive” Executive Pay?
Seemingly “excessive” top management compensation has been the subject of a fiery public debate for a long time. Especially disturbing to many is top management compensation that is only loosely related to the performance of the firms they run. Indeed, the topic featured prominently in the presidential campaigns of all major candidates. In the academic […]
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Posted in Academic Research, Corporate Elections & Voting, Empirical Research, Executive Compensation
Tagged Antitrust, Common ownership, Engagement, Executive Compensation, Executive performance, Firm performance, Incentives, Institutional Investors, Institutional voting, Management, Mutual funds, Pay for performance
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Taking the Ax to Corporate Accountability
In approving H.R. 5311, the so-called “Corporate Governance Reform and Transparency Act of 2016,” last month, members of the House Financial Services Committee delivered a blow to institutional investors, and, by extension, those on Main Street who invest their retirement hopes, college savings, pension dollars, and other hard-earned money in public companies. In a largely […]
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Posted in Academic Research, Corporate Elections & Voting, Institutional Investors, Legislative & Regulatory Developments
Tagged Accountability, Fiduciary duties, Financial Services Committee, Institutional Investors, Institutional monitoring, Investment advisers, Investment Advisers Act, ISS, Management, Proxy advisors, Proxy Advisory Reform Act, Proxy materials, Proxy voting, Shareholder voting, US House
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Proxy Access Momentum in 2016
Through the collective efforts of large institutional investors, including public and private pension funds, and other shareholder proponents, shareholders are increasingly gaining the power to nominate a portion of the board without undertaking the expense of a proxy solicitation. By obtaining proxy access (the ability to include shareholder nominees in the company’s own proxy materials), […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications
Tagged Boards of Directors, Charter & bylaws, Institutional Investors, Ownership, Proxy access, Proxy voting, Shareholder proposals, Shareholder voting
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The Law and Brexit
Third Country Passport Under MiFIR— Panacea for Post Passport Pain? A financial institution established in the UK can provide banking, fund management, payment and investment services throughout the rest of the EU using “passports” available under various EU directives. Since the outcome of the Brexit referendum was announced, the continuing availability of these financial services […]
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Posted in Banking & Financial Institutions, Financial Regulation, International Corporate Governance & Regulation, Practitioner Publications, Securities Regulation
Tagged Banks, Brexit, Broker-dealers, ESMA, EU, Europe, Financial institutions, Financial regulation, Financial technology, International governance, Investment banking, Legal systems, MiFID, UK
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Auditor Independence and PCAOB’s Investor-Protection
I want to thank the International Corporate Governance Network (“ICGN”) for inviting me to speak today [June 28, 2016] before this impressive international gathering, which represents some 47 countries with approximately $26 trillion under management. I am grateful to you and your many members for, among other things, commenting on our rule making projects and […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications, Securities Regulation, Speeches & Testimony
Tagged Accountability, Accounting, Accounting standards, Audits, Boards of Directors, Compliance & ethics, Diversity, ESG, External auditors, Financial reporting, Investor protection, Oversight, Securities regulation, SOX, Sustainability, Transparency
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Scoundrels in the C-Suite
In our paper, Scoundrels in the C-Suite: How Should the Board Respond When a CEO’s Bad Behavior Makes the News?, which was recently made publicly available on SSRN, we examine the actions that corporations take in response to CEO misconduct that is questionable but not strictly illegal. The full text of this paper follows. The […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Empirical Research
Tagged Boards of Directors, Compliance & ethics, Conflicts of interest, Corporate culture, Executive performance, Management, Managerial style, Misconduct, Oversight, Public perception, Stock performance, Termination
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The Ever-Increasing Importance of the Shareholder Vote
On June 30, 2016, the Delaware Chancery Court extended the Supreme Court’s holding in Corwin v. KKR Financial Holdings LLC, 125 A.3d 304 (Del. 2015), to two-step mergers under DGCL § 251(h). The Chancery Court concluded that acceptance of a first-step tender offer by a fully informed and uncoerced majority of disinterested stockholders insulates a […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Business judgment rule, Delaware cases, Delaware law, Disclosure, Fairness review, Fiduciary duties, Financial advisers, Merger litigation, Mergers & acquisitions, Shareholder suits, Shareholder voting, Tender offer
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A Brexit Antitrust Primer
The decision by the United Kingdom (UK) to leave the European Union (EU) will have far-reaching consequences for companies doing business in the UK and elsewhere in Europe. Specific details of the UK’s withdrawal agreement with the EU will be the subject of intense negotiation over the next two years or longer, but the current […]
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Posted in International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Antitrust, Brexit, EU, Europe, Forum selection, International governance, Mergers & acquisitions, Securities enforcement, Securities regulation, UK
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