-
Supported By:
Subscribe or Follow
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
The Spotlight on Boards
The ever evolving challenges facing corporate boards, and especially this year the statements by BlackRock, State Street and Vanguard of what they expect from boards, prompts an updated snapshot of what is expected from the board of directors of a major public company—not just the legal rules, but also the aspirational “best practices” that have […]
Click here to read the complete post
Posted in Accounting & Disclosure, Boards of Directors, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Board communication, Board leadership, Board performance, Boards of Directors, Compliance & ethics, Corporate culture, Director qualifications, Executive Compensation, Institutional Investors, Management, Oversight, Risk management, Risk oversight
Comments Off on The Spotlight on Boards
An End to Disclosure-Only Settlements?
In an opinion last week [September 17, 2015], the Delaware Court of Chancery, following other recent decisions from that Court, strongly signaled that stockholder lawsuits in Delaware attacking mergers may no longer be resolved by a corporate defendant providing additional disclosures to stockholders in exchange for a broad release of claims against all defendants. Signaling […]
Click here to read the complete post
Posted in Accounting & Disclosure, Court Cases, Legislative & Regulatory Developments, Mergers & Acquisitions, Practitioner Publications
Tagged Attorneys' fees, Delaware cases, Delaware law, Disclosure, Going private, Liability standards, Merger litigation, Mergers & acquisitions, Settlements, Shareholder suits
Comments Off on An End to Disclosure-Only Settlements?
Active Ownership
In our paper, Active Ownership, forthcoming in the Review of Financial Studies, we analyze highly intensive engagements on environmental, social, and governance (ESG) issues by a large institutional investor with a major commitment to responsible investment (hereafter “ESG activism” or “active ownership”). Given the relative lack of research on environmentally and socially themed engagements, we […]
Click here to read the complete post
Posted in Academic Research, Corporate Elections & Voting, Corporate Social Responsibility, Empirical Research, Institutional Investors
Tagged Asset management, Corporate Social Responsibility, Engagement, Firm performance, Institutional Investors, Market reaction, Ownership, Reputation, Shareholder activism, Signaling, Stock returns, Sustainability
Comments Off on Active Ownership
Will a New Paradigm for Corporate Governance Bring Peace?
The decades-long conflict that is currently raging over short-termism and activist hedge funds strikes me as analogous to the Thirty Years’ War of the 17th Century, albeit fought with statistics (“empirical evidence”), op-eds and journal articles rather than cannon, pike and sword. I decided, after some thirty-six years in the front line of the army […]
Click here to read the complete post
Posted in Boards of Directors, Corporate Elections & Voting, Empirical Research, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Hedge funds, Institutional Investors, ISS, Long-Term value, Proxy advisors, SEC, SEC rulemaking, Securities regulation, Shareholder activism, Shareholder rights, Shareholder value, Shareholder voting, Short-termism, Takeover defenses
Comments Off on Will a New Paradigm for Corporate Governance Bring Peace?
The Effect of Relative Performance Evaluation
In the paper, The Effect of Relative Performance Evaluation on Investment Efficiency and Firm Performance, which was recently made publicly available on SSRN, I examine the effect of explicit relative performance evaluation (RPE) on managers’ investment decisions and firm performance. Principal-agent theory suggests that firms can motivate managers to act in shareholders’ interest by linking […]
Click here to read the complete post
Posted in Academic Research, Accounting & Disclosure, Empirical Research, Executive Compensation
Tagged Agency costs, Agency model, Behavioral finance, Disclosure, Executive Compensation, Firm performance, Incentives, Management, Pay for performance, Peer effects, Peer groups, Performance measures
Comments Off on The Effect of Relative Performance Evaluation
SEC Interpretation of “Whistleblower” Definition
On August 4, 2015, the Securities and Exchange Commission (“SEC”) issued an interpretive release to clarify its reading of the whistleblower rules it promulgated in 2011 under Section 21F of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The release expressed the SEC’s view that the employment retaliation protection accorded by the […]
Click here to read the complete post
Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Compliance & ethics, Compliance and disclosure interpretation, Disclosure, Dodd-Frank Act, Exchange Act, Exchange Act s.21, Misconduct, SEC, SEC rulemaking, Securities regulation, SOX, Whistleblowers
Comments Off on SEC Interpretation of “Whistleblower” Definition
Asset Managers: AML ready?
On August 25th, the US Treasury Department’s Financial Crimes Enforcement Network (FinCEN) proposed anti-money laundering requirements for US investment advisers. The proposal requires advisers that are registered with the Securities and Exchange Commission (SEC) to establish anti-money laundering (AML) programs, to report suspicious activities related to money laundering and terrorist financing, and to comply with […]
Click here to read the complete post
Posted in Accounting & Disclosure, Banking & Financial Institutions, Legislative & Regulatory Developments, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Asset management, Banks, Compliance & ethics, Compliance and disclosure interpretation, Compliance officer, Due diligence, Financial advisers, Financial institutions, Investment advisers, Risk assessment, SEC, SEC enforcement, Securities enforcement, Treasury Department
Comments Off on Asset Managers: AML ready?
Remarks on Small and Emerging Companies
As you know, the term of this Committee expires September 24, 2015. The advice and expertise the Committee has provided to the Commission on a variety of issues over the last four years has been incredibly helpful to us. And, as today’s [September 23, 2015] agenda reflects, you are continuing those contributions. Your contributions have […]
Click here to read the complete post
Posted in Accounting & Disclosure, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Capital formation, Crowdfunding, Disclosure, IPOs, JOBS Act, Safe harbor, SEC, SEC rulemaking, Securities Act, Securities regulation, Small firms, Solicitation
Comments Off on Remarks on Small and Emerging Companies
NYSE Expands Rules on Material News and Trading Halts
Recently, the New York Stock Exchange LLC (“NYSE” or “Exchange”) filed a proposed rule change with the Securities and Exchange Commission to amend the NYSE Listed Company Manual (the “Manual”), effective September 28, 2015. [1] The proposed amendments (i) expand the pre-market hours during which companies with listed securities are required to notify the Exchange […]
Click here to read the complete post
Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation
Tagged Compliance and disclosure interpretation, Disclosure, Information environment, Investor protection, Market reaction, Materiality, NYSE, Public firms, SEC, Securities regulation
Comments Off on NYSE Expands Rules on Material News and Trading Halts
Announcement of New Rulemaking Database
Strong regulations are central to the Commission’s mission. For more than 80 years, we have used rulemaking to establish a comprehensive framework for our securities markets that protects investors, enhances market integrity, and promotes capital formation. The rulemaking process is the means through which the Commission responds to the ever-changing securities markets, targets and attacks […]
Click here to read the complete post
Posted in Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Financial regulation, Investor protection, Public interest, SEC, SEC enforcement, SEC rulemaking, Securities enforcement, Securities regulation, Transparency
Comments Off on Announcement of New Rulemaking Database