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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
Canadian Governance Insights from 2013
This third annual edition of Governance Insights presents Davies’ analysis of the corporate governance practices of Canadian public companies over the course of 2013 and the trends and issues that influenced and shaped them. We expect 2014 to be an active year for governance themes with greater calls for diversity on boards, a growing shareholder […]
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Posted in Boards of Directors, Executive Compensation, International Corporate Governance & Regulation, Practitioner Publications
Tagged Boards of Directors, Canada, Davies, Diversity, Executive Compensation, International governance, Majority voting, Poison pills, Risk oversight, Say on pay, Shareholder activism, Shareholder voting
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Firm Boundaries Matter
Do firm boundaries affect the allocation of resources? This question had spawned significant research in economics since it was raised in Coase (1937). A large body of work has focused on comparing the resource allocation in conglomerates relative to stand-alone firms to shed light on this issue. Theoretically, there are competing views on this aspect. […]
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Posted in Academic Research, Mergers & Acquisitions
Tagged Capital allocation, Innovation, Patents, R&D
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Considerations for Directors in the 2014 Proxy Season and Beyond
As we begin 2014, calendar-year companies are immersed in preparing for what promises to be another busy proxy season. We continue to see shareholder proposals on many of the same subjects addressed during last proxy season, as discussed in our post recapping shareholder proposal developments in 2013. To help public companies and their boards of […]
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Posted in Accounting & Disclosure, Boards of Directors, Executive Compensation, Practitioner Publications
Tagged Audit committee, Board composition, Board evaluation, Boards of Directors, D&O insurance, Diversity, Executive Compensation, Proxy disclosure, Risk oversight, Say on pay, Shareholder communications, Succession
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The Corporate Governance Movement, Banks and the Financial Crisis
The primary function of corporate governance in the United States has been to address the managerial agency cost problem that afflicts publicly traded companies with dispersed share ownership. Berle and Means threw the spotlight on this type of agency cost problem—using different nomenclature—in their famous 1932 book The Modern Corporation and Private Property. Nevertheless, it was […]
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Posted in Academic Research, Banking & Financial Institutions, Boards of Directors, Financial Crisis, Financial Regulation
Tagged Agency costs, Banks, Boards of Directors, Corporate governance, Deregulation, Dodd-Frank Act, Financial crisis, Financial institutions, Financial regulation, Governance reform, Management
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The SEC’s Refocus on Accounting Irregularities
On July 2, 2013, the United States Securities and Exchange Commission (the SEC) announced two new initiatives aimed at preventing and detecting improper or fraudulent financial reporting. [1] We previously noted that one of these initiatives, a computer-based tool called the Accounting Quality Model (AQM, or “Robocop”), [2] is designed to enable real-time analytical review […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Accounting, Accounting irregularities, Audits, Corporate fraud, Financial reporting, SEC, SEC enforcement, Securities regulation
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ISS Releases FAQs: Defensive Bylaw May Lead to Negative Vote Recommendations
Public companies that have recently adopted or are considering adopting bylaws that disqualify director nominees who receive compensation from anyone other than the company should be aware of new FAQs released yesterday by Institutional Shareholder Services (ISS) and the potential impact the FAQs may have on forthcoming director elections. Such bylaws typically operate in conjunction […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications
Tagged Boards of Directors, Charter & bylaws, Director compensation, Director nominations, ISS, Proxy contests, Shareholder activism, Shareholder nominations, Shareholder voting
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The Two Faces of Materiality
In order to prove securities fraud under federal law, one must show that the defendant either misrepresented a material fact or omitted to state a material fact when under a duty to speak. The fact must somehow matter to investors. But the courts have struggled mightily to determine when a fact is material. On the […]
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Posted in Academic Research, Court Cases, Securities Litigation & Enforcement
Tagged Class actions, Erica John Fund v. Halliburton, Fraud-on-the-Market, Halliburton, Loss causation, Materiality, Rule 10b-5, Securities fraud, Securities litigation, Supreme Court
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Basel Committee’s Revisions to the Basel III Leverage Ratio
In January 2014, the Basel Committee on Banking Supervision finalized its revisions to the Basel III leverage ratio. Compared to its June 2013 proposed revisions, the Basel Committee has made several important changes to the denominator of the Basel III leverage ratio, including with respect to the treatment of derivatives, securities financing transactions and certain […]
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Posted in Banking & Financial Institutions, Financial Regulation, International Corporate Governance & Regulation, Practitioner Publications
Tagged Banks, Basel Committee, Capital requirements, Credit exposure, Derivatives, Financial institutions, Financial regulation, International governance, Leverage
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Boardroom Confidentiality Under Focus
In our Age of Communication, confidential information is more easily exposed than ever before. Real-time communication tools and social media give everyone with Internet access the ability to publicize information widely, and confidential information is always at risk of inadvertent or intentional exposure. The current cultural emphasis on transparency and disclosure—punctuated by headline news of […]
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