-
Supported By:
Subscribe or Follow
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 Commissioner Crenshaw at Asset Management Advisory Committee Meeting
Good morning. As always, thank you to the Committee for your time, dedication, and thoughtfulness on important asset management issues that affect investors and market integrity. Thank you also to the staff of the Division of Investment Management. I commend you for continuing your work on issues related to Environmental, Sustainability, Governance (ESG); private securities; […]
Click here to read the complete post
Posted in Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications
Tagged Asset management, Climate change, Disclosure, ESG, Institutional Investors, Proxy voting, SEC, Securities regulation, Shareholder voting, Sustainability
Comments Off on Remarks by Commissioner Crenshaw at Asset Management Advisory Committee Meeting
The Distribution of Voting Rights to Shareholders
Our new paper, The Distribution of Voting Rights to Shareholders, is the first comprehensive study of the distribution of voting rights to shareholders. Using over 100,000 distributions of voting rights to shareholders, we find a wide array of evidence that firms and stock exchanges change when they notify investors of the voting record date based […]
Click here to read the complete post
Posted in Academic Research, Boards of Directors, Corporate Elections & Voting
Tagged Boards of Directors, Market reaction, Proxy voting, Shareholder meetings, Shareholder rights, Shareholder voting
Comments Off on The Distribution of Voting Rights to Shareholders
Behavioral Psychology Might Explain What’s Holding Boards Back
Introduction The mythology of corporate boards goes something like this: put a group of high-achieving, experienced, strategic-minded, and diverse individuals in a room together. Add commitment and a lot of hard work. What you get is a top-notch board with a healthy culture and effective oversight. In practice, no boardroom culture is perfect. Every director […]
Click here to read the complete post
Posted in Boards of Directors, Comparative Corporate Governance & Regulation, ESG, Practitioner Publications
Tagged Behavioral finance, Board composition, Board dynamics, Board performance, Boards of Directors, Decision-making, Diversity, ESG, Risk assessment
Comments Off on Behavioral Psychology Might Explain What’s Holding Boards Back
Protests from Within: Engaging with Employee Activists
We recently published a paper on SSRN, Protests from Within: Engaging with Employee Activists, that examines the rise of employee activism and its implications on corporate mission, management, and investment. In recent years, we have seen a growing trend of stakeholder issues becoming prominent in discussions of corporate governance. This phenomenon is broadly known as […]
Click here to read the complete post
Posted in Academic Research, Accounting & Disclosure, Empirical Research, ESG
Tagged Corporate culture, Corporate purpose, Corporate Social Responsibility, Diversity, ESG, Management, Stakeholders
Comments Off on Protests from Within: Engaging with Employee Activists
A SPAC-tacular Distraction Compelling Opportunities in “Other” Event-Driven Investments
The combination of record-level SPAC issuance and a flood of non-SPAC M&A has created a supply-demand imbalance in the event-driven asset class. With SPACs garnering most of the limelight, we believe investors are missing an excellent opportunity to deploy capital into “other” event-driven investments, most prominently merger arbitrage. A Wild Year It’s certainly been an […]
Click here to read the complete post
Posted in International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications
Tagged Antitrust, Arbitrage, Capital formation, China, International governance, IPOs, Mergers & acquisitions, SPACs
Comments Off on A SPAC-tacular Distraction Compelling Opportunities in “Other” Event-Driven Investments
Activist Shareholder Proposals and HCM Disclosures in 2021
Since 2015, pay gap disclosure has been front and center on the activist shareholder proposal landscape from an employment and workforce perspective. Following closely on the heels of tragic events of last summer and the significant advancement of the Black Lives Matter movement, activist shareholder groups have pivoted away from proposals requiring disclosures of pay […]
Click here to read the complete post
Posted in Accounting & Disclosure, Corporate Elections & Voting, ESG, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Compensation disclosure, Compensation ratios, ESG, Executive Compensation, Human capital, Institutional Investors, Shareholder activism, Shareholder proposals, Shareholder voting
Comments Off on Activist Shareholder Proposals and HCM Disclosures in 2021
2020 Developments in U.S. Securities Fraud Class Actions Against Non-U.S. Issuers
Notwithstanding a year of unprecedented economic and societal change amidst a global pandemic, non-U.S. issuers continued to be targets of securities class actions filed in the United States. Indeed, despite widespread court closures due to the coronavirus pandemic, 2020 continued to see an uptick in the number of securities class action lawsuits brought against non-U.S. […]
Click here to read the complete post
Posted in International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Class actions, Financial technology, Going private, Incorporations, International governance, Jurisdiction, Mergers & acquisitions, Section 10(b), Securities fraud, Securities litigation, Securities regulation
Comments Off on 2020 Developments in U.S. Securities Fraud Class Actions Against Non-U.S. Issuers
Are Women Underpriced? Board Diversity and IPO Performance
Over the past two decades, academic research has found little evidence that gender diversity on the boards of directors has a positive impact on firm value. In recent years, however, practitioners have increasingly argued that diversity among the board of directors has a positive economic impact on firms. In January 2020, the Nasdaq Stock Market […]
Click here to read the complete postDelaware Supreme Court Holds That Fraud Is Insurable Under D&O Policy
The Delaware Supreme Court unanimously affirmed a trial court judgment requiring a directors and officers (D&O) excess insurer to pay a claim for losses predicated on fraudulent conduct of the director and CEO of a corporation, holding that such losses are insurable under Delaware law and coverage is not barred by Delaware public policy. The […]
Click here to read the complete post
Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Corporate fraud, D&O insurance, Delaware cases, Delaware law, Fiduciary duties, Incorporations, Merger litigation, Mergers & acquisitions
Comments Off on Delaware Supreme Court Holds That Fraud Is Insurable Under D&O Policy