-
Supported By:
Subscribe or Follow
Program on Corporate Governance Advisory Board
- William Ackman
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier Christine Davine
- Renata J. Ferrari
- John Finley
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper
- Paul Hilal
- Carl Icahn William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
- Daniel Wolf
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Fifty-Eight Members of the US House of Representatives Support the Rulemaking Petition for Transparency in Corporate Political Spending
We are pleased to report that a group of fifty-eight members of the House of Representatives last week sent a letter to SEC Chair Mary Jo White expressing support for the rulemaking petition on corporate political spending submitted by the committee of corporate and securities law experts that we co-chaired. We are delighted that these fifty-eight members […]
Click here to read the complete post
Posted in Academic Research, Accounting & Disclosure, Legislative & Regulatory Developments, Securities Regulation
Tagged Citizens United v. FEC, Disclosure, Political spending, Rulemaking Petition on Corporate Political Spending, SEC, SEC rulemaking, Shining Light on Corporate Political Spending
Comments Off on Fifty-Eight Members of the US House of Representatives Support the Rulemaking Petition for Transparency in Corporate Political Spending
Exceptions to Rule 14a-8 Shareholder Proposals Exclusion
Yesterday [October 22, 2015], the Staff of the Securities and Exchange Commission’s Division of Corporation Finance issued Staff Legal Bulletin No. 14H. SLB14H formally narrows the long-standing approach to interpreting Rule 14a-8(i)(9), which permits a company to exclude a shareholder proposal that otherwise complies with Rule 14a-8 from its proxy statement “[i]f the proposal directly […]
Click here to read the complete post
Posted in Corporate Elections & Voting, Executive Compensation, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Executive Compensation, No-action letters, Precatory proposals, Proxy access, Proxy disclosure, Proxy season, Rule 14a-8, SEC, SEC rulemaking, Shareholder proposals, Shareholder rights, Shareholder voting
Comments Off on Exceptions to Rule 14a-8 Shareholder Proposals Exclusion
ISS Global Policy Survey 2015-2016
Recently, Institutional Shareholder Services Inc. (“ISS”) released the results of its global policy survey for 2015-2016 (the “Survey”). [1] The Survey reflects the results of 421 responses from a combination of institutional investors, corporate issuers, asset managers, pension funds, mutual funds, endowments and others. Each year, ISS typically considers the results of its annual global policy surveys […]
Click here to read the complete post
Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Board independence, Boards of Directors, Charter & bylaws, Equity-based compensation, Executive Compensation, Institutional Investors, IPOs, ISS, Proxy access, Proxy advisors, Proxy voting, Say on pay, Shareholder rights, Shareholder voting
Comments Off on ISS Global Policy Survey 2015-2016
Big Data and Analytics in the Audit Process
In today’s business environment characterized by constant disruption, slow growth and uncertainty, boards face more challenges than ever in creating a risk-aware corporate culture and establishing sound risk governance and controls. In just the last few years, the terms “big data” and “analytics” have become hot topics in company boardrooms around the world. For many, embracing […]
Click here to read the complete post
Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged Audit committee, Boards of Directors, Compliance & ethics, Cybersecurity, External auditors, Firm performance, Information environment, Internal auditors, Management, Risk assessment, Risk committee
Comments Off on Big Data and Analytics in the Audit Process
The Long Arm of Governance Activism
As U.S. public pension funds—longstanding proponents of corporate governance and shareholder proposal-style activism in the U.S.—and other U.S. investors allocate capital throughout the world, they are increasingly considering whether and how to apply their strategies and tactics for increasing shareholder power, changing governance norms, influencing boards and management teams and driving the adoption of their […]
Click here to read the complete post
Posted in Boards of Directors, Corporate Elections & Voting, Corporate Social Responsibility, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Boards of Directors, CalPERS, Engagement, Globalization, Institutional Investors, International governance, Japan, Pension funds, Proxy advisors, Shareholder activism, Shareholder power, Shareholder proposals
Comments Off on The Long Arm of Governance Activism
Building Effective Relationships with Regulators
Today [September 10, 2015] I will try to bring together my experience at the SEC in the Division of Investment Management and the Office of Compliance Inspections and Examinations to talk about how you can build effective relationships with regulators. Each business, no matter what the industry, must decide what strategy it is going to […]
Click here to read the complete post
Posted in Accounting & Disclosure, Banking & Financial Institutions, Financial Regulation, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Compliance & ethics, Disclosure, Financial institutions, Financial regulation, Management, Regulators, SEC, SEC enforcement, SEC investigations, SEC rulemaking, Securities regulation, Social capital, Social networks
Comments Off on Building Effective Relationships with Regulators
Taking REITs Private
With many REITs now trading at meaningful discounts to their net asset value, we are already seeing signs of an increase in REIT buyouts. Many of the drivers of the $100 billion-plus of public-to-private REIT M&A transactions that preceded the financial crisis are apparent again, including higher valuations in the private real estate markets than […]
Click here to read the complete post
Posted in Boards of Directors, Executive Compensation, Mergers & Acquisitions, Practitioner Publications, Private Equity
Tagged Board communication, Boards of Directors, Break fees, Change in control, Executive Compensation, Going private, Management, Mergers & acquisitions, Private equity, REITs, Shareholder suits, Shareholder value
Comments Off on Taking REITs Private
Shareholder Activism and Voluntary Disclosure
Information is the foundation on which traders form their beliefs about a company and ultimately their investment decisions. In empirical settings, information often arrives in the form of a company disclosure. Since managers have significant discretion over disclosure, researchers have extensively studied the relation between disclosure and trading via the price system. In our paper, […]
Click here to read the complete post
Posted in Academic Research, Accounting & Disclosure, Corporate Elections & Voting, Empirical Research
Tagged Disclosure, Incentives, Information asymmetries, Information environment, Liquidity, Management, Peer effects, Peer groups, Proxy fights, Reputation, Shareholder activism, Voluntary Disclosure
Comments Off on Shareholder Activism and Voluntary Disclosure
The Important Work of Boards of Directors
It’s a great honor to be back again speaking at an event sponsored by the New York Stock Exchange. It has been more than six years since, as a relatively new SEC Commissioner, I had the opportunity to ring the closing bell at the Exchange. Of course, a lot has changed since then. At the […]
Click here to read the complete post
Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Board communication, Board composition, Board evaluation, Board performance, Boards of Directors, Cybersecurity, Director liability, Director qualifications, Disclosure, Dodd-Frank Act, Engagement, Risk management, Risk oversight, SEC, Securities regulation
Comments Off on The Important Work of Boards of Directors