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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
A Look Back at Shareholder Activism During the 2020 Proxy Season
The past four months have brought unprecedented change to the capital markets and the world at large. As the global COVID-19 pandemic spread throughout the world, the economic disruption was significant, and a decade-long bull market was transformed almost overnight. The proxy season that has followed has been unlike almost any other, but also reassuringly […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Institutional Investors, Mergers & acquisitions, Poison pills, Proxy contests, Shareholder activism, Shareholder voting
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Assessing Your Company’s Response to COVID-19
The COVID-19 pandemic has led to the biggest crisis many companies have had to face in their corporate lifetime. Few companies anticipated that something of this scope and size could happen, and most were not prepared for it. Companies reacted to the outbreak either by adapting whatever crisis or continuity plans they had in place, […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged Board oversight, Boards of Directors, COVID-19, Management, Risk, Risk assessment, Risk oversight, Shocks
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Initial Perspectives and Implications of SEC Proxy Advisory Reform
Today [July 22, 2020], the U.S. Securities and Exchange Commission adopted amendments to the proxy rules governing proxy advisors (e.g., Institutional Shareholder Services (“ISS”) and Glass Lewis), which SEC Chairman Jay Clayton noted are part of the SEC’s on-going efforts to “modernize and enhance the accuracy, transparency and effectiveness of [the] proxy voting system.” He […]
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Posted in Corporate Elections & Voting, Institutional Investors, Mergers & Acquisitions, Practitioner Publications, Securities Regulation
Tagged Conflicts of interest, Institutional Investors, Investment advisers, Proxy advisors, Proxy voting, SEC, SEC rulemaking, Securities regulation, Shareholder activism, Shareholder voting
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Statement by Commissioner Lee on Proposed Summary Shareholder Report
More and more, America’s families save for their children’s education, for their own retirement, and for a host of other purposes by investing their money in mutual funds and relying on the asset management industry to put their money to work. That’s what I have done for my family just as many folks on this […]
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Posted in Accounting & Disclosure, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Asset management, Disclosure, Investor protection, Mutual funds, SEC, SEC rulemaking, Securities regulation
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Board Structure, Director Expertise, and Advisory Role of Outside Directors
Despite the fact that the effects of board structure and director expertise on firm performance and policies are central questions in the literature on boards of directors, evidence on these questions is mixed, due largely to the endogenous nature of board structure. We also have limited evidence about the channels through which director expertise affects […]
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Posted in Academic Research, Boards of Directors, Empirical Research, International Corporate Governance & Regulation
Tagged Board monitoring, Board performance, Boards of Directors, China, Director qualifications, International governance, Outside directors
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Weekly Roundup: July 31–August 6, 2020
The Market for CEOs Posted by Peter Cziraki (University of Toronto) and Dirk Jenter (London School of Economics & Political Science), on Friday, July 31, 2020 Tags: Executive Compensation, Executive turnover, Human capital, Labor markets, Management, Succession Renewed Interest in IPOs of Public Benefit Corporations Posted by Cydney Posner, Cooley LLP, on Friday, July 31, 2020 Tags: Benefit corporation, Corporate forms, Delaware law, DGCL, ESG, IPOs, Shareholder primacy, Stakeholders 2020 Activist […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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Statement Chairman Clayton on Transparency for Investors and at the Commission
Good morning. This is an open meeting of the U.S. Securities and Exchange Commission, under the Government in the Sunshine Act. Today we have two items on the agenda, both examples of our continued work to enhance transparency for investors and at the Commission. Today’s agenda items illustrate that the Commission’s transformative work in the […]
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Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation, Speeches & Testimony
Tagged Disclosure, Information environment, Mutual funds, Reporting regulation, SEC, Securities regulation, Transparency
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ESG Shareholder Engagement and Downside Risk
Direct institutional investor engagement on aspects of corporate environmental, social and governance (ESG) performance has become increasingly prevalent in financial markets worldwide. Given the frequency of recent tail risk events such as the Deepwater Horizon Oil Spill, the Equifax Hack or the Covid-19 pandemic among others, it is not surprising that many institutional investors actively […]
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Posted in Academic Research, Empirical Research, ESG, Institutional Investors
Tagged Climate change, Engagement, ESG, Institutional Investors, Long-Term value, Risk oversight, Shareholder activism
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Comment Letter on Control Shares Statutes and Registered Investment Companies
“You’re supposed to stand for somethin’! You’re supposed to protect people!” Once upon a time, investment companies (“funds”) were only subject to the laws of the state in which they were registered. In a report to Congress, the SEC identified a number of abuses and evils, including funds taking advantage of lax state laws to […]
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