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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
2020 Top 250 Report
Overview and Background Since 1973, FW Cook has published annual reports on long-term incentive grant practices for executives. This report, our 48th edition, presents information on long-term incentives granted to executives at the 250 largest U.S. companies in the S&P 500 Index. It is intended to inform boards of directors and compensation professionals in designing […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Executive Compensation, Practitioner Publications
Tagged COVID-19, Executive Compensation, Executive performance, Firm performance, Long-Term value, Management, Shareholder value
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Don’t Go Chasing Waterfalls: Fiduciary Obligations in the Shadow of Trados
In a newly-released working paper, we tackle a fundamental financial and governance conundrum that nearly every venture capital (VC) backed company faces: when there are multiple classes of stock, how should directors discharge their fiduciary duties? In a typical VC-backed firm, the founders and other early employees hold common stock while VC investors hold tranches […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Private Equity
Tagged Capital structure, Delaware cases, Dual-class stock, Fiduciary duties, Private equity, Shareholder value, Trados, Venture capital firms
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ISS Proposes 2021 Benchmark Voting Policy Changes
On October 14, 2020, ISS released its proposed voting policy changes for 2021. The changes for the United States focus mainly in these three areas: (1) racial and ethnic board diversity, (2) board oversight of environmental, climate and social risks and (3) exclusive forum provisions. ISS requests feedback on the proposed changes. Market participants can […]
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Posted in Boards of Directors, Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications
Tagged Board composition, Board oversight, Boards of Directors, Climate change, Diversity, ESG, Forum selection, Institutional Investors, Proxy advisors, Shareholder voting
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SEC Extends Its Focus on MNPI Clearance Procedures
[On October 15, 2020], the SEC announced a settled enforcement action against a public company in connection with the company’s initiation of a stock buyback program while in possession of material, nonpublic information (“MNPI”). The Commission charged the company with violating Section 13(b)(2)(B) of the Exchange Act, which requires reporting companies to devise and maintain […]
Click here to read the complete postThe Return on Purpose: Before and During a Crisis
Executive Summary The role of the corporation in society is under review. The paradigm that corporations are run solely in the interests of shareholders, which has defined a generation of management practice, is being contested. The emerging paradigm references “stakeholders” as the broader group that managers should consider in decision-making. Such a transition is full […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Social Responsibility, Empirical Research, ESG
Tagged Boards of Directors, Capital markets, Corporate purpose, Corporate Social Responsibility, COVID-19, Engagement, ESG, Firm performance, Firm valuation, Management, Manager characteristics, Shareholder value, Stakeholders, Surveys
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The Comeback of Hostile Takeovers
A Hostile World (Again) In the 1980s, they became all the rage: hostile takeovers. Boards lived in fear of “corporate raiders” like Carl Icahn. For example, in 1988, there were no less than 160 unsolicited takeover bids for U.S. companies. The hostile takeover became the defining symbol of U.S. style capitalism, encapsulated in the 1987 […]
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Posted in Boards of Directors, Institutional Investors, Mergers & Acquisitions, Practitioner Publications
Tagged Acquisitions, Engagement, Hostile takeover, Institutional Investors, Mergers & acquisitions, Poison pills, Shareholder activism, Takeover defenses
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SEC Adopts Amendments to Auditor Independence Rules
The Securities and Exchange Commission (SEC) has issued final rules that significantly modify the framework that public companies and their auditors use to evaluate auditor independence, providing additional clarity for certain particularly difficult and recurring issues. The final rules, adopted on October 16, 2020, principally focus on complications that arise from auditor independence assessments with […]
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Posted in Accounting & Disclosure, Securities Litigation & Enforcement, Securities Regulation
Tagged Accounting, Audit committee, Audits, Compliance & ethics, Disclosure, External auditors, SEC, SEC enforcement, Securities enforcement, Securities regulation
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Evolving Compensation Responses to the Global Pandemic
In this post, we focus on companies that have faced severe impairments due to the pandemic and are grappling with highly volatile stock prices resulting in substantial incentive plan design challenges. This continues our series of pay actions taken or considered among companies impacted by the pandemic. Summary For many of the companies severely harmed […]
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Posted in Boards of Directors, Executive Compensation, Practitioner Publications
Tagged Boards of Directors, COVID-19, Executive Compensation, Firm performance, Incentives, Management, Pay for performance, Say on pay
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Securities Litigation Trends During COVID-19
Many predicted a wave of securities litigation would follow the stock market plunge during the early days of the pandemic in March 2020, just as it did in the wake of the 2008 economic downturn. But in the months since the onset of pandemic- related economic hardship, only a few cases have been pursued by […]
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Posted in Boards of Directors, Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, COVID-19, Derivative suits, Risk disclosure, SEC enforcement, Securities enforcement, Securities fraud, Securities litigation, Shareholder suits
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