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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
Sustainability Practices 2015
More US companies are aligning sustainability disclosure with global standards through the Global Reporting Initiative (GRI) framework. Even though the overall environmental and social disclosure rate among global companies has remained essentially unchanged over the last year, reporting using the GRI framework continued its rise in the United States, and one out of three large […]
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Posted in Accounting & Disclosure, Comparative Corporate Governance & Regulation, Corporate Social Responsibility, International Corporate Governance & Regulation, Practitioner Publications
Tagged Anti-corruption, Climate change, Corporate Social Responsibility, Disclosure, Environmental disclosure, Human rights, International governance, Sustainability, Transparency
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Cybersecurity: Enter Insurance Regulators
Since issuing its Principles of Effective Cybersecurity last July, [1] the National Association of Insurance Commissioners (“NAIC”) has been making progress in the development of cybersecurity examination manuals. NAIC’s regulatory guidance is intended to help state insurance regulators identify cybersecurity risks and communicate a uniform set of control requirements to insurers, insurance producers, and related […]
Click here to read the complete post13(d) Reporting Inadequacies in an Era of Speed and Innovation
The Securities and Exchange Commission and other market regulators confront a challenging issue: How to effectively monitor and regulate activity in an environment that is both fast-moving and highly complex? The principles and architecture of the Securities Exchange Act of 1934 were created for a much simpler financial world—an analog world—and they struggle to describe […]
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Posted in Accounting & Disclosure, Derivatives, Practitioner Publications, Securities Regulation
Tagged Blockholders, Compliance and disclosure interpretation, Derivatives, Disclosure, Information asymmetries, Information environment, Innovation, Investor protection, Reporting regulation, Schedule 13D, SEC, Section 13(d), Securities regulation, Transparency
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U.S. Enforcement Policy and Foreign Corporations
We recently reported on a new U.S. Department of Justice policy which expanded expectations for corporate cooperation in white collar investigations. While the initial wave of attention given to the DOJ pronouncement focused on U.S. companies, this new policy is also important for all companies with operations in the U.S. or whose activities otherwise bring […]
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Posted in International Corporate Governance & Regulation, Legislative & Regulatory Developments, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Accountability, Compliance & ethics, Corporate crime, Discovery, DOJ, EU, FATCA, Foreign firms, International governance, Misconduct, Non-prosecution agreement, SEC enforcement, Securities enforcement
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Open-End Fund Liquidity Risk Management and Swing Pricing
The Commission will consider a recommendation of the staff to propose a new rule and amendments designed to strengthen the management of liquidity risks by registered open-end investment companies, including mutual funds and exchange-traded funds (or ETFs). Regulation of the asset management industry is one of the Commission’s most important responsibilities in furthering our mission […]
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Posted in Derivatives, Legislative & Regulatory Developments, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Asset management, Exchange-traded funds, Investor protection, Liquidity, Mutual funds, Risk, Risk management, Risk oversight, SEC, SEC rulemaking, Securities regulation
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Is Institutional Investor Stewardship Still Elusive?
The idea that institutional investors should behave as active, long-term oriented “stewards” has caught on globally. Five years after the launch of the landmark UK Stewardship Code, counterparts can be found on four continents (see Figure 1). When the UK code was promulgated, I argued that institutional investor stewardship was an elusive quest due to, […]
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Posted in Academic Research, Banking & Financial Institutions, Comparative Corporate Governance & Regulation, Executive Compensation, Institutional Investors
Tagged Agency costs, Asset management, Conflicts of interest, Incentives, Institutional Investors, Long-Term value, Ownership, Pension funds, Short-termism, Stewardship, Stewardship Code, UK
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In re Dole Food Company, Inc. and the Cost of Going Private
On August 27, 2015, Vice Chancellor Laster authored a widely anticipated opinion providing valuable guidance on steering clear of a flawed process in a going-private transaction. David H. Murdock, the CEO and Chairman of Dole and a 40% shareholder, and C. Michael Carter, the General Counsel, President and COO of Dole and characterized as Murdock’s […]
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Posted in Accounting & Disclosure, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Controlling shareholders, Delaware cases, Delaware law, Disclosure, Fair values, Fiduciary duties, Going private, Management, Merger litigation, Mergers & acquisitions, Minority shareholders, Misconduct, Shareholder suits
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A New Paradigm for Corporate Governance
Recently, there have been three important studies by prominent economists and law professors, each of which points out serious flaws in the so-called empirical evidence being put forth to justify short-termism, attacks by activist hedge funds and shareholder-centric corporate governance. These new studies show that the so-called empirical evidence omit important control variables, use improper […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Empirical Research, Practitioner Publications
Tagged Antitakeover, Hedge funds, Institutional Investors, Shareholder activism, Shareholder value, Short-termism
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Opportunism as a Managerial Trait
In trading their firms’ stocks, insiders must balance the profits of informed trading before news, the scrutiny by regulators that such trading can engender, formal policy restrictions by firms of insider trading activities, and diversification and liquidity motivations for selling shares after vesting of equity-based compensation. This mixture of motivations and constraints makes it is […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, Securities Regulation
Tagged Backdating, Behavioral finance, Corporate culture, Disclosure, Earnings announcements, Information environment, Inside information, Insider trading, Management, Manager characteristics, Misconduct, Option timing, Profitability, Securities regulation
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Individual Accountability for Corporate Wrongdoing
On September 9, 2015, the Department of Justice (“DOJ”) issued a new policy memorandum, signed by Deputy Attorney General Sally Yates, regarding the prosecution of individuals in corporate fraud cases—”Individual Accountability for Corporate Wrongdoing” (“the Yates Memorandum”). The Yates Memorandum has been heralded as a sign of a new resolve at DOJ, and follows a […]
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Posted in Legislative & Regulatory Developments, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Accountability, Compliance & ethics, Corporate fraud, Deferred prosecution agreements, DOJ, Incentives, Misconduct, Non-prosecution agreement, Securities enforcement, Securities fraud, Securities regulation
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