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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
Boards Need to Become More Diverse. Here’s How to Do It
When the SEC approved Nasdaq’s new board diversity rules earlier this month, it was yet another sign that the time has come to open public company boardrooms to directors with a broader set of backgrounds, experiences, and identities. Now more than ever, diversity on corporate boards is a business imperative. Even when change is necessary, […]
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Posted in Boards of Directors, ESG, Practitioner Publications
Tagged Board composition, Board dynamics, Board turnover, Boards of Directors, Director qualifications, Diversity, ESG
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SEC Continues to Scrutinize Earnings Management Through Its EPS Initiative
On August 24, 2021, the SEC announced a settled enforcement action against Pennsylvania-based Healthcare Services Group, Inc. (HCSG) and its former CFO for accounting and disclosure violations that resulted in the company reporting inflated earnings per share (EPS) that met research analysts’ consensus estimates for multiple quarters. The SEC also charged HCSG with failing to […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Accounting, Earnings disclosure, Earnings management, Financial reporting, Risk, SEC, SEC enforcement, Securities enforcement
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Remarks by Chair Gensler Before the Investor Advisory Committee
Thank you for the kind introduction. I’d like to note that my views are my own, and I’m not speaking on behalf of my fellow Commissioners or the staff. I’m glad to participate in my second meeting of the Investor Advisory Committee. I thank the members for your time and willingness to represent the interests […]
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Posted in Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Financial technology, Rule 10b-5-1, SEC, SEC enforcement, SEC rulemaking, Securities enforcement, Securities regulation, SPACs, Special purpose vehicles
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Financial Reporting and Moral Sentiments
Publicity is justly commended as a remedy for social and industrial diseases. Sunlight is said to be the best of disinfectants. —Louis Brandeis (1914, 92) We experimentally evaluate whether financial reporting has economic value in a sparse setting where contracting is not possible. We hypothesize that financial reporting leads a manager to alter her behavior […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research
Tagged Behavioral finance, Financial reporting, Information environment, Management, Oversight, Reputation
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Weekly Roundup: September 3–9, 2021
What Do You Think About Climate Finance? Posted by Johannes Stroebel (NYU) and Jeffrey Wurgler (NYU), on Friday, September 3, 2021 Tags: Climate change, Environmental disclosure, ESG, Risk, Risk assessment, Surveys, Sustainability Special Purpose Acquisition Companies and the Investment Company Act of 1940 Posted by E. Ramey Layne, Michael C. Holmes, and Robert Ritchie, Vinson & Elkins LLP, on Friday, September 3, 2021 Tags: Investment […]
Click here to read the complete post13F Filing Analysis (2Q 2021)
Executive Summary Rule 13F-1 of the Securities Exchange Act of 1934 requires institutional investors with discretionary authority over more than $100 million of public equity securities to make quarterly filings on Schedule 13F Schedule 13F filings disclose an investor’s holdings as of the end of the quarter, but generally do not disclose short positions or […]
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Posted in Institutional Investors, Mergers & Acquisitions, Practitioner Publications
Tagged Disclosure, Institutional Investors, Mergers & acquisitions, Ownership, Schedule 13F, Shareholder activism
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The New Corporation: How “Good” Corporations are Bad for Democracy
On August 19, 2019, the Business Roundtable, led by JPMorgan Chase’s Jamie Dimon and composed of more than two hundred of America’s top CEOs, heralded the dawn of a new age of corporate capitalism. Henceforth, the CEOs proclaimed, the purpose of publicly traded corporations would be to serve the interests of workers, communities, and the […]
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A recent SEC settlement has again demonstrated the Commission’s continued attention to public companies’ disclosures of cybersecurity incidents and its commitment to a broad notion of what constitutes such an incident. On August 16, the SEC entered a settlement agreement with Pearson plc, a UK-based educational publishing company that is publicly traded on both the London Stock […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Cybersecurity, Disclosure, Risk disclosure, SEC, SEC enforcement, SEC rulemaking, Securities enforcement, Securities regulation
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Controlling Externalities: Ownership Structure and Cross-Firm Externalities
Our new working paper on “Controlling Externalities: Ownership Structure and Cross-Firm Externalities” develops a general conceptual framework for understanding how firms’ ownership structure and corporate law affect the internalization of cross-firm externalities and proposes a new metric (called “Controller Wealth Concentration”) designed to provide a simple characterization of the incentives of controllers in this regard. […]
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Posted in Academic Research, Empirical Research, ESG, Institutional Investors
Tagged Climate change, Controlling shareholders, Dual-class stock, Environmental disclosure, ESG, Externalities, Index funds, Institutional Investors, Ownership, Ownership structure
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