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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
Understanding the US Listing Gap
The number of publicly-listed firms in the U.S. peaked in 1996 at 8,025. In that year, the U.S. had 30 listings per million inhabitants. By 2012, it had only 13, or 56% less. Importantly, the decrease in listings occurred in all industries and across both the NYSE and Nasdaq. In our new working paper, entitled […]
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Posted in Academic Research, Empirical Research, Financial Regulation, Mergers & Acquisitions
Tagged IPOs, JOBS Act, Mergers & acquisitions, NASDAQ, NYSE, Private firms, Public firms, Sarbanes–Oxley Act
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SEC and PCAOB on Audit Committees
Public company counsel and audit committee members should be aware of recent activity at the U.S. Securities and Exchange Commission (SEC) and the Public Company Accounting Oversight Board (PCAOB) that could lead to additional regulation of audit committee disclosure and to federal normative expectations for how audit committees and their members behave.
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Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Accounting standards, Audit committee, Compliance and disclosure interpretation, Disclosure, External auditors, Oversight, PCAOB, SEC, SEC rulemaking, Securities regulation, Transparency
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2016 ISS Policy Survey
In August 4, 2015, Institutional Shareholder Services (ISS) released its annual policy survey for the 2016 proxy voting season. The survey encompasses its global proxy voting policies across all potential topic areas. The responses elicited from the survey are used to assist ISS in developing changes to its proxy voting policy guidelines, and will be […]
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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Compensation disclosure, Equity-based compensation, Executive Compensation, Incentives, Institutional Investors, ISS, Proxy advisors, Proxy season, Proxy voting, Surveys
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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 […]
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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
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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 […]
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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
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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 […]
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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
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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 […]
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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
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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 […]
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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
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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 […]
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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
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