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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
Governance Insights for 2012 — Canada
Executive Summary In our annual review of the topics shaping governance today, we consider the ideas that will trend in boardrooms across Canada for months and years ahead. The dominant theme is the shareholder. Directors need look no farther than the events of 2012 to convince them that shareholders have the power to seize the […]
Click here to read the complete postRulemaking Petition Calls for Modernization of Section 13 Reporting Rules
NYSE Euronext, the Society of Corporate Secretaries and Governance Professionals and the National Investor Relations Institute have jointly filed a rulemaking petition with the SEC, seeking prompt updating to the reporting rules under Section 13(f) of the Securities Exchange Act of 1934, as well as supporting a more comprehensive study of the beneficial ownership reporting […]
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Posted in Practitioner Publications, Securities Regulation
Tagged Beneficial owners, Reporting regulation, Schedule 13D, SEC, SEC rulemaking
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Corporate Transparency on Bank Risk-Taking and Banking System Fragility
The recent financial crisis and the ensuing economic slowdown have heightened the importance of better understanding the interconnectedness between the industrial and banking sectors. While several recent studies undertake this endeavor, the transmission mechanism in these studies is almost always from the banking sector to the industrial sector. In contrast, in our paper, The Effect […]
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Posted in Academic Research, Accounting & Disclosure, Banking & Financial Institutions, Financial Crisis
Tagged Banks, Financial crisis, Risk-taking, Transparency
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Don’t Make Poison Pills More Deadly
Editor’s Note: Lucian Bebchuk, professor of law, economics and finance at Harvard Law School, is co-author (with Robert J. Jackson Jr.) of The Law and Economics of Blockholder Disclosure. This post draws on Professor Bebchuk’s New York Times DealBook column Don’t Make Poison Pills More Deadly. In a column published today on the New York […]
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Posted in Op-Eds & Opinions, Program News & Events, Securities Regulation
Tagged Blockholders, Outside shareholders, Poison pills, Schedule 13D, SEC, Shareholder activism
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How to Prepare for Annual Meeting Litigation
As the 2013 proxy season is now underway, companies should be aware of the recent wave of lawsuits alleging breaches of fiduciary duties by management and directors in connection with compensation-related decisions. These suits allege deficient disclosure with respect to compensation-related proxy proposals and seek to enjoin the company’s annual meeting until supplemental disclosures are […]
Click here to read the complete postThe New Wave of Proxy Disclosure Litigation
The say-on-pay advisory vote requirements of the Dodd-Frank Act of 2010 have turned out to be a fertile source of nuisance litigation filed by aggressive plaintiffs’ lawyers. The first wave of lawsuits generally consisted of after-the-fact actions targeting companies that experienced failed say-on-pay advisory votes. These initial cases, which appeared primarily to be attempts to […]
Click here to read the complete post2012 Year-End Securities Litigation Update
2012 proved to be a mixed year for defendants in securities litigation, with several open questions and rare causes for optimism. The raw statistics show a steady stream of new filings, increasing median settlement amounts, and relatively low dismissal rates for existing cases. The Supreme Court will decide an important case this coming term on […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Janus Capital v. Traders, Merger litigation, Morrison v. National Australia Bank Ltd., Securities litigation, Supreme Court
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The Best-Laid Plans of 10b5-1
In the world of insider trading, Rule 10b5-1 plans are a blessing and a curse: a blessing, because they enable executives to diversify their company holdings in a stable, law-abiding manner; a curse, because they tempt cheaters into hiding their malfeasance in a cloak of invisibility. For years, 10b5-1 plans received little scrutiny. In private […]
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Posted in Practitioner Publications, Securities Regulation
Tagged Insider trading, Rule 10b-5-1, SEC, Securities regulation
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The Bar Is Rising on Sustainability Leadership
Major companies across industrial sectors are putting more effort and investment into demonstrating good corporate citizenship on environmental, social, and related governance factors. However, research shows that it may be getting harder for companies to gain recognition for doing so. Last year, Brandlogic and CRD Analytics prepared the 2012 Sustainability Leadership Report: Measuring Perception vs. […]
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Posted in Corporate Social Responsibility, Practitioner Publications
Tagged Brandlogic Corp, Corporate Social Responsibility, Sustainability, The Conference Board
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Taxing Bigness
The graduated corporate rate structure was publicly promoted as a tax on “bigness” when President Franklin D. Roosevelt first introduced it in 1935. In proposing the graduated rates, Roosevelt explained “[t]he advantages and the protections conferred upon corporations by Government increase in value as the size of the corporation increases . . . it seems […]
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