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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 Proxy Season Preview
Companies recognize the importance of environmental and social (E&S) factors and are giving consideration to a broader group of stakeholders to help mitigate risk. However, new regulations bring uncertainty to the future of environmental, social and governance (ESG) proposals. The rapid spread of the coronavirus is roiling global markets and testing companies’ abilities to handle […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, ESG, Executive Compensation, Practitioner Publications, Securities Regulation
Tagged Climate change, Disclosure, Diversity, Environmental disclosure, ESG, Executive Compensation, Investor horizons, Long-Term value, Proxy season, Risk management, SEC, Securities regulation, Shareholder proposals, Stakeholders, Sustainability, Transparency
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Is Financial Globalization in Reverse after the 2008 Global Financial Crisis? Evidence from Corporate Valuations
Before the 2008 global financial crisis (GFC), it seemed that financial globalization was increasing inexorably. For financial economists, one natural indicator of financial globalization is the extent to which similar firms are valued similarly across the globe. In a world of perfectly integrated financial markets, the same firm should be valued the same everywhere. Before […]
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Posted in Academic Research, Empirical Research, Financial Crisis, International Corporate Governance & Regulation
Tagged Emerging markets, Financial crisis, Firm valuation, Globalization, International governance, Peer groups
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ISS and Glass Lewis Guidances on Poison Pills during COVID-19 Pandemic
Last month, we described the increased threat of activists and acquirors seeking to capitalize on the COVID-19 sell-off to build positions in high-value companies at depressed prices. Even before the current crisis emerged, we recommended that all U.S. public companies regularly review their defense profile and have a shareholder rights plans “on the shelf.” For […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, COVID-19, Glass Lewis, Hostile takeover, Institutional voting, ISS, Mergers & acquisitions, Poison pills, Proxy advisors, Shareholder activism, Shareholder voting, Takeover defenses
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U.K. and EU Regulators Move Ahead on ESG Disclosures and Benchmarks
Amid the ongoing push for standardized, comparable and decision-useful ESG disclosures, regulators in the United Kingdom and the European Union have proposed additional disclosures and benchmarks to promote sustainable economic activity. The United Kingdom’s Financial Conduct Authority (FCA) has published a consultation paper proposing that certain U.K. issuers make climate change disclosures consistent with the […]
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Posted in Accounting & Disclosure, ESG, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Climate change, Disclosure, Environmental disclosure, ESG, EU, Institutional Investors, International governance, Sustainability, UK
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Re-Thinking Long-Term Performance Plan Periods Within the Context of COVID-19
Introduction On March 23, Pay Governance released a Viewpoint article discussing COVID-19’s impact on executive compensation programs. The article—“Everything Should Be On The Table”—outlined several high-level initial considerations that should be “on the table” as possible responses to the disruption caused by COVID-19. It is still too early to understand the full impact, financial and […]
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Posted in Accounting & Disclosure, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged COVID-19, Equity-based compensation, Executive Compensation, Executive performance, Firm performance, Institutional Investors, Institutional voting, Long-Term value, Pay for performance
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Federal District Court Dismissal of Challenge to Board Diversity Statute
A federal district court this week dismissed a shareholder plaintiff’s attempt to invalidate the nation’s first law mandating gender diversity on corporate boards. Meland v. Padilla, No. 2:19-cv-02288-JAM-AC (E.D. Ca. Apr. 20, 2020). In September 2018, California enacted legislation requiring any public company with its principal executive offices in the state to “have a minimum of one […]
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Posted in Boards of Directors, Court Cases, Practitioner Publications
Tagged Board composition, Boards of Directors, California, Derivative actions, Diversity, Shareholder suits, State law, U.S. federal courts
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The Rise of the Aggressive Poison Pill
I. Background The general purpose of a shareholder rights plan or “poison pill” is to deter and mitigate the time pressures of non-negotiated, hostile takeover attempts made at unfair or inadequate prices, or by coercive or unfair tactics. Rights plans have been around for quite some time. Rights plans generally give the adopting corporation’s stockholders […]
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Posted in Boards of Directors, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Hedge funds, Hostile takeover, Mergers & acquisitions, Poison pills, Shareholder activism
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A Look at the Data Behind Recent Poison Pill Adoptions
A number of commentators have written in recent weeks about a growing trend of issuers of all shapes and sizes adopting shareholder rights plans (“poison pills”). Some even tout the benefits, from a fiduciary duty perspective, of adopting these rights plans now while still a “clear day” (i.e., before a specific hostile threat has emerged)—a […]
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Posted in Boards of Directors, Institutional Investors, Mergers & Acquisitions, Practitioner Publications
Tagged COVID-19, Hostile takeover, Mergers & acquisitions, Poison pills, Proxy advisors, Shareholder activism, Takeover defenses
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Weekly Roundup: April 17–23, 2020
Inspection of PCAOB-Registered Chinese Auditor Posted by Jeffrey P. Mahoney, Council of Institutional Investors, on Friday, April 17, 2020 Tags: Accounting, Accounting irregularities, Accounting standards, Audits, Foreign firms, International governance, PCAOB, Securities enforcement Is a Replacement for Your Short-Term Incentive Plan Right for You? Posted by Steve Pakela and Brian Scheiring, Pay Governance LLC, on Friday, April 17, 2020 Tags: Compensation disclosure, COVID-19, Equity-based compensation, Executive Compensation, Firm performance, Incentives, Management, Pay for […]
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