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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 Christine Davine
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Corporate Governance at Silicon Valley Companies 2013
Since 2003, Fenwick has collected a unique body of information on the corporate governance practices of publicly traded companies that is useful for Silicon Valley companies and publicly-traded technology and life science companies across the U.S. as well as public companies and their advisors generally. Fenwick’s annual survey covers a variety of corporate governance practices […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Practitioner Publications
Tagged Board composition, Board leadership, Boards of Directors, Majority voting, Shareholder activism, Surveys, Tech companies
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Jobs Act Title III Crowdfunding Moves Closer To Reality
On October 23, 2013, the SEC voted unanimously to propose Regulation Crowdfunding, [1] the rules related to the offer and sale of securities through crowdfunded private offerings, as set forth in Title III of the Jumpstart Our Business Startups (“JOBS”) Act. FINRA then published its proposed rules governing the licensing and regulation of so-called “funding […]
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Posted in Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Crowdfunding, FINRA, JOBS Act, SEC, SEC rulemaking, Securities regulation, Small firms
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The Growth of Appraisal Litigation in Delaware
Numerous commentators and academics have written about the growth of M&A litigation over the last several years. Less noticed, but perhaps more significant, has been the growing tendency of institutional and other large investors to exercise their appraisal rights under Delaware law. Investors in several recent high-profile mergers have announced their intention to, or sought […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Appraisal rights, Boards of Directors, Delaware cases, Delaware law, Fair values, Merger litigation
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The Effect of Audit Committee Expertise on Monitoring Financial Reporting
In our paper, The Effect of Audit Committee Industry Expertise on Monitoring the Financial Reporting Process, forthcoming in The Accounting Review, we examine the impact of audit committee (AC) industry expertise on the AC’s effectiveness in monitoring the financial reporting process. Despite the increased responsibilities, authority, independence, and financial expertise requirements placed on ACs by […]
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Posted in Academic Research, Accounting & Disclosure, Boards of Directors, Corporate Social Responsibility, Empirical Research
Tagged Accounting, Audit committee, Audits, Boards of Directors, Financial reporting, Restatements
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Supreme Court to Consider Overruling “Fraud-on-the-Market” Presumption
On November 15, 2013, the U.S. Supreme Court granted certiorari in the case of Halliburton Co. v. Erica P. John Fund, Inc., No. 13-317, raising the prospect that the Court will overrule or significantly limit the legal presumption that each member of a securities fraud class action relied on the statements challenged as fraudulent in […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Class actions, Rule 10b-5, Section 10(b), Securities damages, Securities fraud, Securities litigation, Supreme Court, U.S. federal courts
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International Corporate Governance Spillovers
In the paper, International Corporate Governance Spillovers: Evidence from Cross-Border Mergers and Acquisitions, which was recently made publicly available on SSRN, we investigate whether the change in corporate control following a cross-border M&A leads to changes in corporate governance of non-target firms that operate in the same country and industry as the target firm. We focus […]
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Posted in Academic Research, International Corporate Governance & Regulation, Mergers & Acquisitions
Tagged Cross-border transactions, Foreign firms, General governance, Governance indices, International governance, Pedro Matos, Target firms
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Shareholder Activism in the US Banking Industry
Although the 2012 and 2013 proxy seasons saw increased (and highly publicized) shareholder activism across a range of industries, that trend has not yet made its way to the U.S. banking industry. Over the last two proxy seasons, aside from Nelson Peltz’s well-publicized campaign for action at State Street Corporation, certain negative say-on-pay recommendations from […]
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Posted in Banking & Financial Institutions, Boards of Directors, Practitioner Publications
Tagged Banks, Boards of Directors, Financial institutions, Management, Shareholder activism
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The Impact of CEO Divorce on Shareholders
Recent events suggest that shareholders pay attention to matters involving the personal lives of CEOs and take this information into account when making investment decisions. In our paper, Separation Anxiety: The Impact of CEO Divorce on Shareholders, which was recently made publicly available on SSRN, we examine the impact that CEO divorce can have on […]
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Posted in Academic Research, Accounting & Disclosure
Tagged Disclosure, Management, Market reaction, Transparency
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The SEC Delays its Consideration of Rules Requiring Disclosure of Corporate Political Spending
Last week the Securities and Exchange Commission released its regulatory agenda, and this agenda no longer includes rules requiring public companies to disclose their spending on politics. The agenda now includes only overdue rules that the SEC is required to develop under Dodd-Frank and the JOBS Act. While we are disappointed by the SEC’s decision […]
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