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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
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 […]
Click here to read the complete postSEC Advances Broad Theory of Required Disclosures of Security Incidents
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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2021 Proxy Season Review: Say on Pay Votes and Equity Compensation
Say-on-Pay Votes: Public companies continue to perform strongly, with support levels averaging 93% and less than 3% of companies failing Continuing turnover in failed votes, with 79% of companies that failed last year achieving over 70% support this year and no companies failing in both 2020 and 2021 ISS negative recommendations highlight continued importance of […]
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Posted in Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Equity-based compensation, Executive Compensation, Glass Lewis, Incentives, Institutional Investors, ISS, Proxy advisors, Say on pay, Shareholder voting
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Three Opinions on Fraud on the Board
In a footnote in a two-page order issued in 2018, the Delaware Supreme Court quietly reminded corporate law practitioners that, per the 1989 case of Mills Acquisition v. Macmillan, a complaint seeking post-closing Revlon damages can survive a motion to dismiss without pleading nonexculpated breaches of fiduciary duty by a majority of directors so long […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, Delaware cases, Delaware law, Fairness review, Merger litigation, Mergers & acquisitions, Securities fraud, Securities litigation
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The Coming Shift in Shareholder Activism: From “Firm-Specific” to “Systematic Risk” Proxy Campaigns (and How to Enable Them)
A new form of shareholder activism has appeared almost out of the blue. Classic shareholder activism (which I will call “firm specific” activism) depends on an entrepreneur (usually an activist hedge fund) who assembles a 5% (or greater) block of stock, files a Schedule 13D that announces its plans for the target company (which might […]
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Posted in Academic Research, Boards of Directors, Corporate Elections & Voting, ESG, Institutional Investors
Tagged Boards of Directors, Climate change, Engine No. 1, ESG, ExxonMobil, Hedge funds, Institutional Investors, Proxy contests, Shareholder activism, Shareholder voting, Sustainability
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