-
Supported By:
Subscribe or Follow
HLS Faculty & Senior Fellows
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
2015 Proxy Season Insights: Board Composition
Heading into the 2015 proxy season, board composition and renewal are once again in the spotlight for a number of reasons. Investors increasingly seek confirmation that boards have the skill sets and expertise needed to provide strategic counsel and oversee key risks facing the company, including environmental and social risks. The continued lack of turnover […]
Click here to read the complete post
Posted in Boards of Directors, Institutional Investors, Practitioner Publications
Tagged Board composition, Board evaluation, Board turnover, Boards of Directors, Director qualifications, Institutional Investors, Surveys
Comments Off on 2015 Proxy Season Insights: Board Composition
Deterring Frivolous Stockholder Suits Without Closing Doors to Legitimate Claims
The Delaware Supreme Court’s May 8, 2014 Opinion in ATP Tour, Inc. v. Deutscher Tennis Bund (“ATP”) marked a sudden and potentially transformative moment in the relationship among corporate boards, their stockholders, and the Delaware legal system. The article, Deterring Frivolous Stockholder Suits Without Closing Doors to Legitimate Claims, asserts that the “nuclear option” of […]
Click here to read the complete post
Posted in Academic Research, Boards of Directors, Court Cases
Tagged Attorneys' fees, Boards of Directors, Charter & bylaws, Delaware articles, Delaware cases, Delaware law, DGCL, Shareholder rights, Shareholder suits
Comments Off on Deterring Frivolous Stockholder Suits Without Closing Doors to Legitimate Claims
Shareholder Activism: Who, What, When, and How?
Who are today’s activists and what do they want? Shareholder activism spectrum “Activism” represents a range of activities by one or more of a publicly traded corporation’s shareholders that are intended to result in some change in the corporation. The activities fall along a spectrum based on the significance of the desired change and the […]
Click here to read the complete postThe Influence of Board of Directors’ Risk Oversight on Risk Management Maturity and Firm Risk-Taking
A variety of external events, including inquiries into the causes of the 2008 financial crisis and changes in regulations and listing rules have fostered rising expectations for boards of directors to exert greater oversight of their organizations’ risk management processes. The primary impetus behind these external pressures is the belief that stronger board oversight over […]
Click here to read the complete post
Posted in Academic Research, Boards of Directors, Empirical Research
Tagged Boards of Directors, Risk, Risk committee, Risk management, Risk oversight
Comments Off on The Influence of Board of Directors’ Risk Oversight on Risk Management Maturity and Firm Risk-Taking
The Forum’s New Look
The Harvard Law School Forum on Corporate Governance and Financial Regulation is pleased to present a newly redesigned website. The Forum will continue to be available at its old address, http://blogs.law.harvard.edu/corpgov, which will automatically redirect to its new address, https://corpgov.law.harvard.edu. Since the Forum was created in 2006, its audience has grown to hundreds of thousands […]
Click here to read the complete postThe SEC Opens a New Front in Whistleblower Protection
For some time, SEC officials have expressed concern about confidentiality agreements that may deter corporate employees from submitting whistleblower reports. The SEC has now brought its first enforcement action in this area, a settled case in which the respondent agreed to pay a $130,000 civil penalty without admitting or denying the SEC’s findings. According to […]
Click here to read the complete post
Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Confidentiality, Employees, SEC enforcement, Securities enforcement, Securities regulation, Whistleblowers
Comments Off on The SEC Opens a New Front in Whistleblower Protection
Reasonable Investor(s)
Much of financial regulation for investor protection is built on a convenient fiction. In regulation, all investors are identically reasonable investors. In reality, they are distinctly diverse investors. This fundamental discord has resulted in a modern financial marketplace of mismatched regulations and misplaced expectations—a precarious marketplace that has frustrated investors, regulators, and policymakers. In a […]
Click here to read the complete post
Posted in Academic Research, Financial Regulation, Securities Regulation
Tagged Algorithmic trading, Financial regulation, High-frequency trading, Investor protection, Securities regulation
Comments Off on Reasonable Investor(s)
SEC Enforcement Actions for Failure to Update 13D Disclosures
On Friday, March 13, 2015, the SEC announced that it had settled a string of 21C administrative proceedings brought against eight officers, directors, and shareholders of public companies for their failure to report plans and actions leading up to planned going private transactions. The SEC press release can be found here. In doing so, the […]
Click here to read the complete post
Posted in Accounting & Disclosure, Mergers & Acquisitions, Securities Litigation & Enforcement
Tagged Beneficial owners, Disclosure, Going private, Mergers & acquisitions, Schedule 13D, SEC, SEC enforcement, Securities enforcement
Comments Off on SEC Enforcement Actions for Failure to Update 13D Disclosures
Implications of the SEC’s Plans to Amend Rule 15b9-1
The overwhelming majority of SEC-registered broker-dealers must also be members of FINRA. Through a commonly overlooked exemption in SEC Rule 15b9-1, some broker-dealers that operate proprietary-only businesses are able to avoid FINRA regulation. The SEC recently voted to on a proposal to amend this rule on March 25. While it is not clear whether the […]
Click here to read the complete post
Posted in Practitioner Publications, Securities Regulation
Tagged Algorithmic trading, Broker-dealers, Exchange Act, FINRA, High-frequency trading, SEC, SEC rulemaking, Securities regulation
Comments Off on Implications of the SEC’s Plans to Amend Rule 15b9-1
A Say on “Say-on-Pay”: Assessing Impact After Four Years
The 2015 proxy season is the fifth one in which shareholders of thousands of publicly traded corporations have cast non-binding votes on the executive pay programs of the companies in which they are invested. The holding of such a vote, commonly known as Say-on-Pay, is required under Section 951 of the Dodd-Frank law. [1] That […]
Click here to read the complete post
Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Practitioner Publications
Tagged Boards of Directors, Compensation committees, Dodd-Frank Act, Executive Compensation, Proxy advisors, Say on pay, Shareholder voting
Comments Off on A Say on “Say-on-Pay”: Assessing Impact After Four Years