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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
The Shifting Landscape of Corporate Governance
The widespread public criticism of boards of directors arising from the financial crisis, and the ensuing governance reform initiatives, should not have come as a surprise to those following trends in corporate governance. Instead, they should be seen as part of a series of developments in the evolving relationship between shareholders and their boards in […]
Click here to read the complete postUN Guiding Principles for Business & Human Rights
In March, as the final product under my UN mandate as Special Representative to the Secretary-General for Business and Human Rights, I released a set of Guiding Principles for Business and Human Rights. The Guiding Principles seek to provide for the first time an authoritative global standard for preventing and addressing the risk of adverse […]
Click here to read the complete postThe U.S. Left Behind: The Rise of IPO Activity Around the World
Craig Doidge, Andrew Karolyi and I have posted on SSRN a new working paper titled The U.S. Left Behind: The Rise of IPO Activity Around the World. We show that there has been a striking evolution over time in IPO activity across countries. We build a comprehensive sample of 29,361 IPOs from 89 countries constituting […]
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Posted in Academic Research, Empirical Research, International Corporate Governance & Regulation, Securities Regulation
Tagged International governance, IPOs
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Criticism Distorts Value ISS Provides to Boards
Last month, as the new federal requirement for say on pay took effect, the Center on Executive Compensation (CEC) issued a white paper that includes a well-reasoned critique of Institutional Shareholder Services. Titled “A Call for Change in the Proxy Advisory Industry Status Quo,” the white paper criticizes ISS for a lack of transparency regarding […]
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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Practitioner Publications
Tagged Golden parachutes, ISS, Proxy advisors, Transparency
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Capital versus Performance Covenants in Debt Contracts
In the paper, Capital versus Performance Covenants in Debt Contracts, which was recently made publicly available on SSRN, we propose a simple classification of financial covenants into two distinct groups: performance covenants and capital covenants. Performance covenants rely on measures of profitability and efficiency whereas capital covenants rely on information about sources and uses of […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, Private Equity
Tagged Accounting, Contracts, Covenants, Debt contracts
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SEC Claws Back Again
Editor’s Note: Wayne Carlin is a partner in the Litigation Department at Wachtell, Lipton, Rosen & Katz. This post is based on a Wachtell Lipton firm memorandum by Mr. Carlin and John F. Savarese. The SEC recently announced a settled enforcement action in which it obtained a “clawback” of prior compensation and stock sale profits […]
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Posted in Court Cases, Executive Compensation, Legislative & Regulatory Developments, Securities Litigation & Enforcement, Securities Regulation
Tagged Clawbacks, Pay for performance, SEC, SEC v. McCarthy, SOX, SOX Section 304
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Materiality of Misrepresentations in U.S. Securities Litigation
The U.S. Supreme Court has recently curtailed the scope of securities fraud actions and tightened pleading requirements, making it more difficult for plaintiffs to allege securities fraud and ultimately making such claims more prone to an early dismissal. As such, in electing to review the “materiality” issue in Matrixx Initiatives, Inc., et al. v. Siracusano, […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Matrixx Initiatives v. Siracusano, Securities enforcement, Securities fraud, Supreme Court
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The SEC Push for Enhanced Disclosure of Litigation Contingencies
Over the last several days, there has been a raft of SEC filings in which companies have disclosed “reasonably possible” litigation losses. These filings are the result of SEC pressure and an interpretative position advanced by the Staff. In recent speeches, the Chief Accountant of the SEC’s Division of Corporation Finance has questioned whether companies […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement
Tagged ASC 450, Filings, Litigation disclosures, Loss contingencies, SEC
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