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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
The Economics of Corporate Governance
Dimensional’s recent paper The Economics of Corporate Governance provides a concise overview of the corporate governance literature. We focus on the governance of for-profit, publicly traded corporations and address two important questions. First, for whom should such corporations be run, shareholders or stakeholders? Second, what is the impact of governance provisions on shareholder value? We ground […]
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Posted in Academic Research, Boards of Directors, ESG, Mergers & Acquisitions
Tagged Agency model, Boards of Directors, Entrenchment, ESG, Executive Compensation, Shareholder primacy, Stakeholders, Takeover defenses, Takeovers
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The Important Legacy of the Sarbanes Oxley Act
The recent, twentieth anniversary of the Sarbanes-Oxley Act (“Sarbanes”) offers an important corporate responsibility teaching moment for corporate executives, board members and their accounting and legal advisors. This is especially the case given that so many of them were not in similar positions when the law was enacted on July 30, 2002, and may be […]
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Posted in Accounting & Disclosure, Banking & Financial Institutions, Financial Regulation, Practitioner Publications, Securities Regulation
Tagged Accounting, Accounting standards, Audits, Banks, Boards of Directors, External auditors, Financial regulation, Internal auditors, PCAOB, Risk, Sarbanes–Oxley Act, Securities regulation
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ISS Provides Guidance on the Universal Proxy Card
On August 23, 2022, Institutional Shareholder Services (ISS), the leading global proxy advisory firm, issued a special situations research note on the new, mandatory “universal proxy card” rules instituted by the U.S. Securities and Exchange Commission. In its note, ISS declared the new rules the “superior” way for shareholders to exercise their voting franchise and […]
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Posted in Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Institutional Investors, Institutional Shareholder Services Inc., Proxy advisors, Proxy voting, Securities regulation, Shareholder activism, Shareholder voting, Universal proxy ballots
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Board Reforms, Stock Liquidity, and Stock Market Development
To develop financial markets, improve market liquidity and attract international capital, governments around the world are encouraged to improve their countries’ corporate governance systems and adopt internationally accepted best practices in corporate governance (e.g., OECD, 2011). However, there is little cross-country evidence in the extant literature on whether and how corporate governance reforms affect stock […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Empirical Research, International Corporate Governance & Regulation
Tagged Boards of Directors, Firm performance, Information asymmetries, Information environment, International governance, Liquidity
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ECB Tilts Toward Climate, but Investors Can Go Further
The European Central Bank (ECB) is set to tilt its monetary policy strategy towards corporate bond issuers with “better climate performance.” That’s a laudable but challenging goal to implement. While simple decision rules may seem useful, we think investors need a holistic understanding of climate issues to address the causes and effects of climate change. […]
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Posted in Accounting & Disclosure, ESG, International Corporate Governance & Regulation, Practitioner Publications
Tagged Central banking, Climate change, ECB, ESG, EU, Europe, International governance, Sustainability
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Statement by Chair Gensler on Final Amendments to the Whistleblower Program
Today, the Commission voted to adopt amendments to rules governing the SEC’s whistleblower program. I was pleased to support these amendments because they will help whistleblowers when eligible to receive appropriate awards for reporting potential violations of the law to the Commission. In 2010, Congress under the Dodd-Frank Act directed the SEC to establish a […]
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Posted in Accounting & Disclosure, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Disclosure, Misconduct, SEC, SEC rulemaking, Securities regulation, Whistleblowers
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Statement by Commissioner Peirce on Final Amendments to the Whistleblower Program
I did not support the proposal to amend the Commission’s whistleblower rules, and cannot support the amendments adopted today. The Commission’s whistleblower program is successful, increasingly so in recent years. Today’s amendments, although themselves inconsequential and unlikely to inhibit that success, nonetheless carry harmful consequences both for the whistleblower program and for the Commission’s rulemaking […]
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Posted in Accounting & Disclosure, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Disclosure, Misconduct, SEC, SEC rulemaking, Securities regulation, Whistleblowers
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Statement by Commissioner Crenshaw on Final Rule Regarding Pay Versus Performance
Today the Commission adopted a rule that provides investors with information about how corporate executives are paid. That is, quite simply, it. This rule does not regulate the way companies incentivize their executives, but rather the disclosures that companies are required to make about such compensation. More specifically, Pay Versus Performance disclosures give investors insight […]
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Posted in Executive Compensation, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Dodd-Frank Act, Executive Compensation, Incentives, Pay for performance, Performance measures, SEC, SEC rulemaking, Securities regulation
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Statement by Chair Gensler on Agreement Governing Inspections and Investigations of Audit Firms Based in China and Hong Kong
Today, the Public Company Accounting Oversight Board (PCAOB) signed a Statement of Protocol with the China Securities Regulatory Commission (CSRC) and the Ministry of Finance of the People’s Republic of China governing inspections and investigations of audit firms based in China and Hong Kong. This agreement marks the first time we have received such detailed […]
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Posted in International Corporate Governance & Regulation, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Accounting, Accounting standards, Audits, China, External auditors, Hong Kong, International governance, PCAOB, SEC, Securities regulation
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Statement by Chair Gensler on Final Rule Regarding Pay Versus Performance
Today, the Commission voted to adopt a rule requiring certain public companies to disclose information regarding their executives’ compensation and how such compensation relates to the company’s financial performance. I was pleased to support this rule—so-called “pay versus performance”—because it will strengthen the transparency and quality of executive compensation disclosure to investors. In 2010, Congress […]
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Posted in Accounting & Disclosure, Executive Compensation, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Dodd-Frank Act, Executive Compensation, Incentives, Pay for performance, Performance measures, SEC, SEC rulemaking, Securities regulation
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