-
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
Institutional Investors and Corporate Short-Termism
Across the world, a clamor is rising against corporate short-termism—the undue attention to quarterly earnings at the expense of long-term sustainable growth. In one survey of chief financial officers, the majority of respondents reported that they would forgo current spending on profitable long-term projects to avoid missing earnings estimates for the upcoming quarter. Critics of […]
Click here to read the complete post
Posted in Academic Research, Boards of Directors, Corporate Elections & Voting, Institutional Investors, Securities Regulation
Tagged Engagement, Hedge funds, Institutional Investors, International governance, Proxy access, Proxy advisors, Proxy fights, Proxy plumbing, Regulation FD, SEC, Securities regulation, Shareholder activism, Shareholder value, Shareholder voting, Short-termism
Comments Off on Institutional Investors and Corporate Short-Termism
Fed/FDIC Comments on Wave 3 Resolution Plans
On July 28th, the FDIC and the Federal Reserve Board (together, “the regulators”) announced that they have provided private feedback on the resolution plans of 119 Wave 3 banking institutions [1] and the three systemically important non-bank financial institutions. [2] Unlike the regulators’ highly critical August 2014 public commentary on the 2013 resolution plans filed […]
Click here to read the complete post
Posted in Banking & Financial Institutions, Financial Crisis, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Banks, Dodd-Frank Act, FDIC, Federal Reserve, Financial crisis, Financial institutions, Financial regulation, Recovery & resolution plans, SIFIs, Systemic risk
Comments Off on Fed/FDIC Comments on Wave 3 Resolution Plans
Scrutiny of Private Equity Firms
On June 29, 2015, the U.S. Securities and Exchange Commission charged Kohlberg Kravis Roberts & Co. with misallocating more than $17 million in broken deal expenses to its flagship private equity funds in breach of its fiduciary duty as an SEC-registered investment adviser. KKR agreed to pay nearly $30 million to settle the charges. This […]
Click here to read the complete post
Posted in Accounting & Disclosure, Practitioner Publications, Private Equity, Securities Litigation & Enforcement, Securities Regulation
Tagged Compliance & ethics, Disclosure, Fee-Shifting, Fiduciary duties, Investment advisers, Investment Advisers Act, Misconduct, Private equity, Private funds, SEC, SEC enforcement
Comments Off on Scrutiny of Private Equity Firms
Preliminary 2015 Proxy Season Review
Momentum is the buzzword that best describes the 2015 Proxy Season in the U.S. market. Some issues, such as proxy access, hit the ground running and emerged as ballot box juggernauts. Other topics, such as calls for independent board chairs and heightened scrutiny of human rights, stumbled and lost ground. Some new ideas, such as […]
Click here to read the complete post
Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Engagement, Environmental disclosure, Executive Compensation, Institutional Investors, ISS, Proxy access, Proxy advisors, Proxy season, Proxy voting, Say on pay, Shareholder activism, Shareholder proposals, Sustainability
Comments Off on Preliminary 2015 Proxy Season Review
2015 Activism Update
This post provides an update on shareholder activism activity involving publicly traded domestic companies during the first half of 2015. At the midway point of 2015, shareholder activism shows no signs of slowing. In fact, our survey for the first half of 2015 includes nearly as many activist campaigns as did our survey for all […]
Click here to read the complete post
Posted in Boards of Directors, Corporate Elections & Voting, Mergers & Acquisitions, Practitioner Publications
Tagged Board composition, Boards of Directors, Hedge funds, Mergers & acquisitions, Proxy contests, Settlements, Shareholder activism
Comments Off on 2015 Activism Update
Do Women Stay Out of Trouble?
Does the presence of women in a firm’s top management team affect the risk of the firm being sued? A large literature in economics and psychology finds that women tend be more risk-averse, less overconfident, and more law-abiding than men. As more women reach top management positions, these gender differences have implications for firms’ policies […]
Click here to read the complete post
Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research, Securities Litigation & Enforcement
Tagged Behavioral finance, Compliance & ethics, Corporate culture, Diversity, Management, Reputation, Risk management, Risk-taking, Securities litigation
Comments Off on Do Women Stay Out of Trouble?
Legal & General Calls for End to Quarterly Reporting
This summer, Legal & General Investment Management, a major European asset manager and global investor with over £700 billion in total assets under management, contacted the Boards of the London Stock Exchange’s 350 largest companies to support the discontinuation of company quarterly reporting, emphasizing that: “[R]eporting which focuses on short-term performance is not necessarily conducive […]
Click here to read the complete post
Posted in Accounting & Disclosure, Institutional Investors, International Corporate Governance & Regulation, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Accounting, Asset management, Earnings disclosure, Financial reporting, Institutional Investors, International governance, Long-Term value, Securities regulation, Shareholder value, Short-termism, UK
Comments Off on Legal & General Calls for End to Quarterly Reporting
Corporate Governance and Diversity
Earlier this year, Germany joined the ranks of countries such as Norway, France, Italy, Belgium, and Iceland by enacting a quota to increase the number of women in its corporate boardrooms. Starting in 2016, both genders must make-up at least 30 percent of specified German companies’ supervisory boards. The news from Germany provoked decidedly negative reactions in […]
Click here to read the complete post
Posted in Academic Research, Boards of Directors, Corporate Social Responsibility, Empirical Research, International Corporate Governance & Regulation
Tagged Board composition, Board dynamics, Boards of Directors, Corporate culture, Corporate Social Responsibility, Diversity, EU, Europe, Germany, International governance, Norway
Comments Off on Corporate Governance and Diversity
Foreign Antitakeover Regimes
The confluence of a number of overlapping factors—including an uptick in global and cross-border M&A activity, a resurgence in unsolicited takeover offers, the continued flow of tax inversion transactions, and the growth of activism in non-U.S. markets—means that U.S. companies and investors are more often facing unfamiliar takeover (and antitakeover) regimes as they evaluate and […]
Click here to read the complete post
Posted in International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications
Tagged Antitakeover, Canada, EU, Europe, France, Hostile takeover, International governance, Mergers & acquisitions, Netherlands, Poison pills, Shareholder voting, Takeover defenses, Takeovers, UK
Comments Off on Foreign Antitakeover Regimes