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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
Acquisition of Majority Ownership May Constitute a “Benefit”
In re Coty Stockholder Litigation (Aug. 17, 2020) involved the acquisition, by JAB Holding Company S.a.r.l., of shares in Coty, Inc. through a partial tender offer. Prior to the tender offer, JAB owned 40% of Coty’s outstanding shares and had effective control of the company. After the tender offer, JAB owned 60% of Coty’s outstanding […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Controlling shareholders, Delaware cases, Delaware law, Fiduciary duties, Merger litigation, Mergers & acquisitions, Special committees, Tender offer
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Corporate Board Practices in the Russell 3000 and S&P 500
Corporate Board Practices in the Russell 3000 and S&P 500: 2020 Edition documents corporate governance trends and developments at US publicly traded companies—including information on board composition and diversity, the profile and skill sets of directors, and policies on their election, removal, and retirement. The analysis is based on recently filed proxy statements and complemented […]
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Posted in Boards of Directors, Corporate Elections & Voting, ESG, Practitioner Publications
Tagged Board composition, Board dynamics, Board tenure, Board turnover, Boards of Directors, Director qualifications, Director tenure, Diversity, ESG, Institutional Investors, Overboarding, Shareholder voting
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Key Takeaways from the New WEF/IBC ESG Disclosure Framework
The rise of ESG investing has resulted in an evolving and sometimes confusing set of ESG acronyms. Companies often struggle to make sense of the hundreds of ESG ratings, rankings, indexes and disclosure frameworks in the marketplace. On September 22nd, the World Economic Forum, the International Business Council and the Big 4 accounting firms announced […]
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Posted in Accounting & Disclosure, ESG, Institutional Investors, Practitioner Publications
Tagged Accounting standards, Climate change, Disclosure, Environmental disclosure, ESG, Institutional Investors, SASB, Sustainability
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“Bump-Up Exclusion” Bars Coverage of Settlement of Deal Litigation Claims
A California court has held that a D&O insurance policy’s “bump-up” exclusion permitted the carrier to disclaim coverage for sums paid to settle a class action against target-side directors arising from a corporate sale. Onyx Pharmaceuticals Inc. v. Old Republic Insurance Co., Case No. CIV 538248 (Cal. Super. Ct., San Mateo Cty. Oct. 1, 2020). […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, California, Class actions, D&O insurance, Merger litigation, Mergers & acquisitions, Securities litigation, State law
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Investing Responsibly: Company Interaction
We have 3500 company meetings every year. Our starting point is to support the company while being clear about our expectations. The fund’s approach to company interaction has developed over the years. However, some premises have been in place from the outset. First, we have maintained that company dialogue contributes to the protection of shareholder […]
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Posted in Boards of Directors, Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Engagement, ESG, Institutional Investors, International governance, Long-Term value, Shareholder voting, Sovereign Wealth Funds, Stewardship, Transparency
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The Persistence of Fee Dispersion among Mutual Funds
Almost 15 years ago, Elton, Gruber, and Busse (2004) and Hortacsu and Syverson (2004), documented substantial price dispersion for essentially identical S&P 500 index funds. These results were surprising because in competitive markets, prices for close to identical products should have similar prices. In the case of mutual funds, however, substantial deviations in fees might […]
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Posted in Academic Research, Empirical Research, Institutional Investors
Tagged Asset management, Capital allocation, Institutional Investors, Mutual funds
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Weekly Roundup: October 9–15, 2020
2020 Proxy Season Review Posted by Benjamin Colton and Robert Walker, State Street Global Advisors, on Friday, October 9, 2020 Tags: Board composition, Climate change, COVID-19, Diversity, Engagement, ESG, Institutional Investors, Proxy season, Shareholder proposals, Shareholder voting, Sustainability Market Forces Already Address ESG Issues and the Issues Raised by Stakeholder Capitalism Posted by Eugene F. Fama (University of Chicago), on Friday, October 9, 2020 Tags: Contracts, Corporate Social Responsibility, ESG, Incentives, Market efficiency, Shareholder […]
Click here to read the complete postDoes Shareholder Activism Split the Pie or Grow the Pie?
Activist investors are often seen as the epitome of all that’s wrong with capitalism. They cut investment, fire employees, and break contracts to boost the short-term stock price—and cash out before the long-term value destruction comes to light. The basis of this concern is sound. Investors wish to maximize shareholder value; many of them are […]
Click here to read the complete postInvesting Responsibly: Voting
Shareholder meetings are the main opportunity for shareholders to influence companies and hold the board to account. We use our voting rights to promote the fund’s long-term interests. We own a small slice of more than 9,000 companies. As a minority shareholder, we are one of many contributors of equity capital to a company. We […]
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Posted in Corporate Elections & Voting, ESG, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Engagement, ESG, Institutional Investors, International governance, Long-Term value, Shareholder voting, Sovereign Wealth Funds, Stewardship, Transparency
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2021 Proxy and Annual Report Season
Preparations are key to a successful proxy and annual report season, and autumn is not too early to begin. While work on proxy statements, annual reports and annual meetings typically kicks into high gear in the winter, advance planning will make the process go more smoothly. This is especially true for the 2021 season, as […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, ESG, Executive Compensation, Practitioner Publications, Securities Regulation
Tagged Compensation disclosure, COVID-19, Disclosure, ESG, Executive Compensation, Human capital, Proxy season, Proxy voting, Rule 14a-8, SEC, Securities regulation, Shareholder proposals, Shareholder voting, Virtual meetings
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