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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
ISS Supports Delaware Choice of Forum Provisions
Institutional Shareholder Services (ISS) has released its proposed 2021 voting policy updates and, for the first time, proposes expressly recognizing the benefits of Delaware choice of forum provisions for Delaware corporations and generally recommending in favor of management-sponsored proposals seeking shareholder approval of such charter or bylaw provisions. Under the new ISS policy, ISS would: […]
Click here to read the complete postThe Fiduciary Duties of Bank Boards
Even Bank Directors Are Not “Platonic Masters”: The fiduciary duties of bank boards extend to efforts to exploit banking regulations and manipulate bank regulators When a board of directors takes action for the primary purpose of thwarting the effectiveness of shareholders’ election of directors, that board violates its duty of loyalty. The rationale for this […]
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Posted in Banking & Financial Institutions, Corporate Elections & Voting, Financial Regulation, Practitioner Publications
Tagged Agency costs, Bank boards, Banks, Entrenchment, Fiduciary duties, Financial institutions, Financial regulation, Liability standards, Proxy fights, Shareholder activism, Shareholder voting
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Private Equity and COVID-19
Private equity (PE) managers have significant incentives to maximize value. As such, their actions during the COVID-19 pandemic should indicate what they perceive as being important for both the preservation and creation of value. In July–August 2020, we surveyed PE managers about their portfolio performance, decision-making, and activities during the global coronavirus outbreak. More than […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, International Corporate Governance & Regulation, Private Equity
Tagged Capital structure, COVID-19, Decision-making, Firm performance, International corporate governance, Managmenet, Private equity, Value Creation
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How Executives Can Help Sustain Value Creation for the Long Term
Ample evidence shows that when executives consistently make decisions and investments with long-term objectives in mind, their companies generate more shareholder value, create more jobs, and contribute more to economic growth than do peer companies that focus on the short term. Addressing the interests of employees, customers, and other stakeholders also brings about better long-term performance. […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Executive Compensation, Practitioner Publications
Tagged Boards of Directors, Capital allocation, Executive Compensation, Executive performance, Long-Term value, Management, Manager characteristics, Shareholder value, Short-termism, Stakeholders
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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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