-
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
Weekly Roundup: July 8–July 14, 2016
Deposit Insurance: Savior or Subsidy? Posted by Charles Calomiris, Columbia Business School, on Friday, July 8, 2016 Tags: Adverse selection, Bank debt, Banks, Capital requirements, Deposit insurance, FDIC, Financial institutions,Financial regulation, Insurance regulation, Liquidity, Moral hazard, Mortgage lending, Public interest, Risk-taking,Systemic risk Shareholder Proposal Developments During the 2016 Proxy Season Posted by Elizabeth Ising, Gibson, […]
Click here to read the complete postFour Takeaways from Proxy Season 2016
Active—not just activist—institutional investors are reshaping the corporate governance landscape and challenging how boards think about fundamental issues such as strategy, risk, capital allocation and board composition. Large asset managers are increasingly outspoken on governance expectations and urging companies to think long term—and also making clear that they view corporate governance not as a compliance […]
Click here to read the complete post
Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Board composition, Board leadership, Boards of Directors, Engagement, ESG, Executive Compensation, Institutional Investors, Proxy access, Proxy disclosure, Proxy season, Say on pay, Shareholder proposals, Succession
Comments Off on Four Takeaways from Proxy Season 2016
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, […]
Click here to read the complete post
Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Antitrust, Disclosure, FTC, Hart-Scott-Rodino Act, Securities enforcement, Securities regulation
Comments Off on HSR Violation Penalties More Than Doubled by FTC
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 […]
Click here to read the complete post
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
Comments Off on Why Do Shareholders Condone Seemingly “Excessive” Executive Pay?
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 […]
Click here to read the complete post
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
Comments Off on Taking the Ax to Corporate Accountability
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), […]
Click here to read the complete post
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
Comments Off on Proxy Access Momentum in 2016
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 […]
Click here to read the complete post
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
Comments Off on The Law and Brexit
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 […]
Click here to read the complete post
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
Comments Off on Auditor Independence and PCAOB’s Investor-Protection
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 […]
Click here to read the complete post
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
Comments Off on Scoundrels in the C-Suite