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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
Is Your Board Governing Itself Effectively?
Never before has the role of board members been so important to organizations and investors. With many boards stretched beyond capacity trying to meet stakeholder needs and compliance requirements, board members must provide strategic leadership, stewardship, and governance. Effective governance requires a proactive, focused state of mind on the part of directors, the CEO, and […]
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Posted in Boards of Directors, Practitioner Publications
Tagged Board evaluation, Board performance, Boards of Directors, General governance, Oversight
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Trading Plan Storm Clouds Move to the Boardroom
The revived scrutiny of Rule 10b5-1 trading plans that began late last year has now expanded to the trading activities of corporate board members and affiliated large investors. Some recent press coverage has asserted that directors’ and investors’ use of 10b5-1 trading plans is “exotic” or beyond the intended scope of the rule—despite the fact […]
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Posted in Practitioner Publications, Securities Regulation
Tagged Compliance & ethics, Insider trading, Rule 10b-5-1, SEC, Securities regulation
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SEC Unanimously Votes to Propose Money Market Funds Reforms
On June 5, 2013, the SEC voted unanimously to propose alternatives for amending rules that govern money market mutual funds under the Investment Company Act of 1940. Two alternative reforms to rule 2a-7 under the Investment Company Act of 1940 could be adopted separately or combined into a single reform package: Alternative One: Floating Net […]
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Posted in Practitioner Publications, Securities Regulation
Tagged Investment Company Act, Liquidity, Money market funds, Mutual funds, SEC, SEC rulemaking, Securities regulation, Stress tests, Systemic risk
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Custom (Go-)Shopping
The Delaware courts have often repeated the bedrock principle that there is no one path or blueprint for the board of a target company to fulfill its Revlon duties of seeking the highest value reasonably available in a sale transaction. The courts have usually deferred to the judgment of the directors as to whether the […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Delaware cases, Delaware law, Go-shop, Merger litigation
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Impact Investment: Sovereign Wealth Funds, Corporate Governance and Stock Markets
In the light of the ever-dwindling resources that will be addressed by our future generation, impact investors invest in accordance with ethical and environmental principles, going beyond financial performance. In particular, Sovereign Wealth Funds invest in assets worldwide in accordance with ethical and environmental principles and significantly influence the investment sphere and how enterprises are managed. In the last […]
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Posted in Academic Research, Accounting & Disclosure, Corporate Social Responsibility, Institutional Investors, International Corporate Governance & Regulation
Tagged Corporate Social Responsibility, Disclosure, Environmental disclosure, EU, Europe, Institutional Investors, OECD, Public firms, Shareholder value, Sovereign Wealth Funds
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Reporting, Accounting, and Auditing in Financial Markets
You may not hear this too often from people outside your profession, but I have always had a passion for accounting and auditing. I think this has its roots in the time I spent with my father, who was a CPA and the CFO of a publicly-held company; he helped me begin to understand just […]
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Posted in Accounting & Disclosure, Practitioner Publications, Regulators Materials, Speeches & Testimony
Tagged Accounting, Accounting standards, Audits, Disclosure, FASB, Financial reporting, IASB, PCAOB, Reporting regulation, SEC, Securities regulation
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Corporate Governance, Incentives, and Tax Avoidance
There has been a recent surge in research that seeks to understand the sources of variation in tax avoidance (e.g., Shevlin and Shackelford, 2001; Shevlin, 2007; Hanlon and Heitzman, 2010). The benefits of tax avoidance can be economically large (e.g., Scholes et al., 2009) and tax avoidance can be a relatively inexpensive source of financing […]
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Posted in Academic Research, Accounting & Disclosure
Tagged Corporate governance, Incentives, Management, Risk-taking, Tax avoidance, Taxation
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PBGC Initiates Pension Plan Termination in Leveraged Acquisition
Buyers and sellers in typical leveraged buyouts of subsidiaries and divisions have long recognized that the Pension Benefit Guaranty Corporation (“PBGC”) could perceive its own interests as threatened in the transaction and, consequently, might choose to interfere with the parties’ bargain. This concern has to date been viewed as largely theoretical, as the PBGC typically […]
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Posted in Mergers & Acquisitions, Practitioner Publications
Tagged Buyouts, ERISA, Leveraged acquisitions, Pension funds
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Pay Harmony: Peer Comparison and Executive Compensation
In our paper, Pay Harmony: Peer Comparison and Executive Compensation, which was recently made publicly available on SSRN, we find evidence consistent with the presence of peer comparison influencing pay policies for executives inside firms. Our underlying approach is to measure changes in pay co-movement, disparity and productivity using a 1992 SEC ruling that mandated […]
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Posted in Academic Research, Accounting & Disclosure, Executive Compensation
Tagged Compensation disclosure, Compliance and disclosure interpretation, Executive Compensation, Management, Pay for performance, Peer groups
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How Well Do You Know Your Shareholders?
ProxyPulse™ provides data and analysis on voting trends as the proxy season progresses. This first edition for the 2013 season covers the 549 annual meetings held between January 1, and April 23, 2013 and subsequent editions will incorporate May and June meetings. These reports are part of an ongoing commitment to provide valuable benchmarking data […]
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