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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
Weekly Roundup: March 18-March 24
Omnicare: Liability Standards for Statements of Opinion Posted by Brad S. Karp, Paul, Weiss, Rifkind, Wharton & Garrison LLP, on Friday, March 18, 2016 Tags: Class actions, Disclosure, Fraud-on-the-Market, Information asymmetries, Investor protection, Liability standards,Registration statements, Reliance, Securities Act, Securities litigation, Shareholder suits, U.S. federal courts Proposed Revisions to 13(d) Beneficial Ownership Reporting Rules Posted […]
Click here to read the complete postActivist Investors, Cash, and Capital Allocation
US companies are holding record sums of cash on their balance sheets. In fact, the total cash balance of S&P 500 companies was $1.45 trillion at the end of the third quarter of 2015, representing a 5.8% increase year-over-year. While this phenomenon indicates robust balance sheet health, it also raises questions about the best way […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Agency costs, Capital allocation, Cash reserves, Dividends, Equity-based compensation, Executive Compensation, Firm performance, Liquidity, Long-Term value, Repurchases, Shareholder activism, Shareholder value, Short-termism, Signaling, Tender offer
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A Guide To Rule 10b5-1 Plans
Given the SEC’s increased focus on insider trading by executives and the complicated determinations needed to decide if an executive or director has material non-public information, it is anticipated that the use of Rule 10b5-1 plans will continue to grow. Companies and their executives carefully should consider the benefits, and the shortfalls, of these plans. […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications, Securities Regulation
Tagged Compliance and disclosure interpretation, Director liability, Equity-based compensation, Exchange Act, Inside information, Insider trading, Investor protection, Liability standards, Management, Rule 10b-5-1, SEC, SEC enforcement, Section 10(b), Securities enforcement, Securities regulation, Voluntary Disclosure
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An Important British Version of a New Paradigm for Corporate Governance
The leading British institutional investors, acting through The Investment Association and with the encouragement and participation of the British government, today issued a report detailing steps that the investors will take, and encouraging the UK listed companies they invest in to take, to curtail short-termism and encourage long-term investment. While broader in scope and more […]
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Posted in Boards of Directors, Institutional Investors, Practitioner Publications
Tagged Accountability, Boards of Directors, Engagement, Institutional Investors, Investor horizons, Long-Term value, Management, Shareholder activism, Shareholder communications, Shareholder value, Short-termism, UK
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2016 IPO Study
This post is based on the third edition of Proskauer’s IPO Study. In the complete publication, you’ll find our analysis of market practices and trends for U.S.-listed initial public offerings (IPOs). Our proprietary database and analyses now cover 309 IPOs that priced between 2013 and 2015. The 2015 IPO Market Entering 2015, we were cautiously […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Practitioner Publications, Securities Regulation
Tagged Accounting, Boards of Directors, Disclosure, Dual-class stock, FAST Act, Firm valuation, IPOs, JOBS Act, Public firms, SEC, Securities regulation, Small firms, Special purpose vehicles, Surveys
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SEC Chair on PCAOB Oversight and 2016 Budget Approval
Good morning. This is an open meeting of the U.S. Securities and Exchange Commission on March 14, 2016 under the Government in the Sunshine Act. Today, the Commission will consider the staff’s recommendation to approve the proposed FY 2016 budget and accounting support fee for the Public Company Accounting Oversight Board. The Commission has the […]
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Posted in Accounting & Disclosure, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Accounting, Accounting standards, Audit committee, Audits, Broker-dealers, External auditors, Financial reporting, Investor protection, PCAOB, Risk oversight, SEC, Securities regulation
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SEC Consideration of 2016 PCAOB Budget and Support Fee
Over a decade ago, a series of sensational accounting scandals exposed severe weaknesses in our accounting and financial reporting system. Ultimately, a number of large companies collapsed after revelations about their fictitious accounting. This raised concerns about the public’s confidence in financial reporting, in the capital markets, and particularly, regarding the role of the public’s […]
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Posted in Accounting & Disclosure, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Accounting, Accounting standards, Audit committee, Audits, Disclosure, External auditors, Financial reporting, GAAP, Investor protection, PCAOB, Performance measures, SEC, Securities regulation, SOX
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2016 Proxy Season Preview
The 2016 proxy season is shaping up to be another milestone year for proxy access. The sheer volume of proposals—at close to 200—has well surpassed 2015 levels and continues to spark a tidal wave of corporate adoptions. In addition to the New York City Comptroller’s Boardroom Accountability Project, now in its second year, individual investors […]
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Posted in Boards of Directors, Corporate Elections & Voting, Corporate Social Responsibility, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Board independence, Boards of Directors, Charter & bylaws, ESG, Executive Compensation, Institutional Investors, Political spending, Proxy access, Proxy season, Shareholder activism, Shareholder meetings, Shareholder proposals, Shareholder rights, Shareholder voting
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Harvard Convenes the 2016 Corporate Governance Roundtable
The Harvard Law School Program on Corporate Governance and the Harvard Law School Program on Institutional Investors convened the Harvard Roundtable on Corporate Governance last Wednesday, March 16. The event brought together for a roundtable discussion seventy-nine prominent experts with a wide range of perspectives on this subject, including those of investors, issuers, advisors, academics, and public […]
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Posted in Program News & Events
Tagged Corporate governance, Program on Corporate Governance, Program on Institutional Investors
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Single-Counterparty Credit Limits Rule
On March 4th, the Federal Reserve Board (FRB) reproposed its single-counterparty credit limits (SCCL) rule. The reproposal comes several years after two earlier versions (in 2011 and 2012), [1] and almost two years after the related large exposures framework issued by the Basel Committee on Banking Supervision (BCBS). [2] It is intended to reduce systemic […]
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Posted in Banking & Financial Institutions, Derivatives, Financial Regulation, International Corporate Governance & Regulation
Tagged Banks, Basel Committee, Capital requirements, Credit exposure, Credit risk, Derivatives, Dodd-Frank Act, Federal Reserve, Financial institutions, Financial regulation, Foreign banks, OTC derivatives, Risk, Risk management, SIFIs, Systemic risk
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