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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
2013 CPA-Zicklin Index of Corporate Political Accountability and Disclosure
Editor’s Note: Bruce F. Freed is president and a founder of the Center for Political Accountability. This post is based on the 2013 CPA-Zicklin Index of Corporate Political Disclosure and Accountability by Mr. Freed, Karl Sandstrom, Sol Kwon, and Peter Hardin; the full report is available here. Work from the Program on Corporate Governance about […]
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Posted in Accounting & Disclosure, Practitioner Publications
Tagged Accountability, CPA, Disclosure, Political spending, Transparency
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Focusing on Fundamentals: The Path to Address Equity Market Structure
As market professionals, you obviously live the U.S. equity markets first hand, day in and day out. As an association, you have used your voice to focus attention on the value of our equity markets—an all-important engine for capital formation, job creation, and economic growth. Like you, I believe that we must constantly strive to […]
Click here to read the complete postJudicial Resolution of Business Deadlock
Irreconcilable differences among joint owners are all too common in business entities, including closely-held companies such as general partnerships and LLCs. While many joint owners foresee possible deadlocks and include resolution mechanisms in their business agreements, others fail to do so. Judicial involvement may become necessary when a deadlock clause was included in the business […]
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Posted in Academic Research, Mergers & Acquisitions
Tagged Closely-held corporations, Corporate disputes, Information asymmetries, Partnerships
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Through the Investor Lens: Perspectives on Risk & Governance
Investors are looking at risks differently than in the past. The financial crisis that affected capital markets across the globe demonstrated that companies—and even whole economies—can be rocked to their core when the connections between lending practices, securitization programs, and capital and funding levels are not clearly understood and monitored. Investors today are expecting that […]
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Posted in Accounting & Disclosure, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Disclosure, Executive Compensation, Institutional Investors, Pension funds, Proxy voting, Risk assessment, Risk management, Shareholder communications, Surveys
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Preparing for the 2014 Proxy and Annual Reporting Season
While the proxy and annual reporting season for calendar year public companies typically heats up in the winter, by autumn preparations for the 2014 season should be underway. The following key issues for the upcoming season are discussed below: Current Say-on-Pay Considerations Say-When-on-Pay Compensation Committee Independence and Compensation Consultants NYSE Quorum Requirement Change Pending Dodd-Frank […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Executive Compensation, Practitioner Publications
Tagged Audit committee, Boards of Directors, Compensation committees, Compensation consultants, Compensation disclosure, Disclosure, E-proxy, Executive Compensation, Proxy access, Proxy season, Say on pay, Shareholder voting
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Insider Trading in the Derivatives Markets
In my paper, Insider Trading in the Derivatives Markets, recently made available on SSRN, I argue that the prohibition against insider trading is becoming increasingly anachronistic in markets where derivatives like credit default swaps (CDS) trade. I demonstrate that the emergence of credit derivatives marks a profound development for the prohibition against insider trading, problematizing […]
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Posted in Academic Research, Derivatives, Financial Regulation, Securities Regulation
Tagged Credit default swaps, Derivatives, Fiduciary duties, Financial regulation, Information asymmetries, Inside information, Insider trading, Rule 10b-5, Securities regulation
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SEC Grants Request to Exclude Rule 14a-8 Shareholder Proposal
Gibson Dunn successfully represented DeVry Inc. in obtaining no-action relief from the SEC staff (the “Staff”) for the exclusion of a shareholder proposal requesting that DeVry “annually report to shareholders on the expected ability of students at Company-owned institutions to repay their student loans.” The shareholder proposal, which was submitted by the New York City […]
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Posted in Corporate Elections & Voting, Practitioner Publications, Securities Regulation
Tagged No-action letters, Rule 14a-8, SEC, Securities regulation, Shareholder proposals
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Directors Survey: Boards Confront an Evolving Landscape
We are witnessing unprecedented change in the corporate governance world: new perspectives on boardroom composition, higher levels of stakeholder engagement, more emphasis on emerging risks and strategies, and the increasing velocity of change in the digital world. These factors, coupled with calls for enhanced transparency around governance practices and reporting, the very active regulatory and […]
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Posted in Boards of Directors, Executive Compensation, Practitioner Publications
Tagged Board communication, Board composition, Board dynamics, Board turnover, Boards of Directors, Executive Compensation, Say on pay, Surveys
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CalSTRS Releases First Annual Corporate Governance Report
The California State Teachers’ Retirement System (CalSTRS) was established in 1913 for the benefit of California’s public school teachers. This year we celebrate our 100th anniversary serving the retirement needs of our 862,000 members and beneficiaries. The long-term nature of CalSTRS liabilities, and our responsibilities as fiduciaries to the educators of California, makes us keenly […]
Click here to read the complete postBlockholder Heterogeneity and Financial Reporting Quality
An issue of considerable interest to accounting researchers is the association between shareholders and firms’ financial reporting quality (FRQ). In our paper, Blockholder Heterogeneity and Financial Reporting Quality, which was recently made publicly available on SSRN, we examine a specific type of shareholder, blockholders, because (1) they offer a sample of shareholders that are expected to […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research
Tagged Accounting, Blockholders, Capital markets, Disclosure, Financial reporting, Market reaction
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