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Program on Corporate Governance Advisory Board
- William Ackman
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier Christine Davine
- Renata J. Ferrari
- John Finley
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper
- Paul Hilal
- Carl Icahn William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
- Daniel Wolf
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
The Long Rise and Quick Fall of Appraisal Arbitrage
Appraisal is a legislatively created right for shareholders to seek a judicial determination of the fair value of their shares that they choose not to surrender in a takeover or another change-of-control transaction. For many decades, appraisal was a little used, and even frequently maligned, corporate law remedy. Beginning at the turn of the 21st […]
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Posted in Academic Research, Mergers & Acquisitions, Securities Litigation & Enforcement
Tagged Appraisal rights, Arbitrage, Delaware articles, Delaware law, Merger litigation, Securities litigation
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2019 Developments in Securities and M&A Litigation
Overview In 2019, the Supreme Court issued an important securities law decision in Lorenzo v. SEC, which clarified the scope of “scheme liability” under Rule 10b-5(a) and (c). However, the Supreme Court’s year was noteworthy more for the cases the Court declined to decide than for the cases it did decide. The Court declined to […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Appraisal rights, Board oversight, Boards of Directors, Books and records, Delaware cases, Delaware law, DGCL Section 220, Merger litigation, Mergers & acquisitions, Securities litigation
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More than 1,000 Empirical Studies Apply the Entrenchment Index of Bebchuk, Cohen and Ferrell (2009)
In a study issued by the Harvard Law School Program on Corporate Governance, Bebchuk, Cohen, and Ferrell (2009), put forward a corporate governance index – the Entrenchment Index (E Index). The study has had substantial influence on subsequent research work. According to Google Scholar citations data, as of the end of 2019, the study was […]
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Posted in Program News & Events
Tagged Program on Corporate Governance
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To Lead or Not to Lead: Contrasting Recent Statements by SEC and ESMA Chairs on ESG Disclosure
The topic of environmental, social and governance (“ESG”) or sustainability disclosure has attracted considerable attention from investors, reporting companies and regulators in recent years. Recent statements by the Chairs of the Securities and Exchange Commission (“SEC”) and the European Securities and Markets Authority (“ESMA”) reflect the starkly different views by securities regulators in the United […]
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Posted in ESG, International Corporate Governance & Regulation, Practitioner Publications
Tagged Disclosure, Environmental disclosure, ESG, ESMA, EU, International governance, SEC, Securities regulation, UK
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Board and Director Assessments that Matter
Many observers have been vocal in their perception of a decline in director quality in recent years. According to the 2019 PwC Corporate Directors Survey, 49 percent of US directors say one or more fellow board members should be replaced, and 23 percent say two or more should go. These numbers are up from both […]
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Posted in Boards of Directors, Practitioner Publications
Tagged Board composition, Board evaluation, Board performance, Boards of Directors, Director qualifications, Long-Term value, Oversight
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Canadian Proxy Contest Study
The year 2019 saw a number of interesting developments in Canadian proxy contests. The volume of board-related contests reached a low point. In formal contests, outcomes were split between management and dissidents, but dissidents fared much better in broadcast-only board-related contests. Unlike in previous years, most of the action occurred among mid/large cap companies, rather […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications
Tagged Boards of Directors, Canada, International governance, Proxy contests, Proxy season, Shareholder voting, Universal proxy ballots
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Cybersecurity: An Evolving Governance Challenge
The increasing speed, miniaturization, and power of computing, as well as the connectivity of billions of devices, has led to deep change for even the most basic of industrial firms. “We are fast becoming a tech company,” said a director of one such enterprise. “If Amazon were to own our company, how would they reinvent […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged Audit committee, Board oversight, Boards of Directors, Cybersecurity, Disclosure, Oversight, Risk, Risk management, Risk oversight
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The Impact of Coronavirus Fears on Annual Shareholder Meetings
As governments, regional authorities, and companies adopt measures to curtail the spread of coronavirus, we are seeing an impact on annual shareholder meetings to be held in the coming months. Coronavirus, a respiratory disease, has been detected in 70 locations internationally and has been deemed “a public health emergency of international concern by the World […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications, Securities Regulation
Tagged Asia, Boards of Directors, China, COVID-19, Europe, International governance, Proxy season, Risk, Risk management, Securities regulation, Shareholder voting, Virtual meetings
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Is the Coronavirus Killing the Proxy Season?
Everybody is talking about it: the coronavirus or COVID-19. It has started to impact the global economy and affect people’s everyday lives. Will it impact the 2020 proxy season as well? The vast majority of public companies in the U.S. hold their annual shareholder meeting between April and June. Most of these companies require in […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications
Tagged Boards of Directors, Proxy contests, Proxy season, Risk, Shareholder activism, Shareholder voting
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A New Framework for Executive Compensation
The nature of change in business today differs from the past in both magnitude and pace: Technology is disrupting fundamental business models, forcing transformation across whole industries. According to a 2019 Accenture study, 71 percent of 10,000 companies in 18 industry sectors are “either in the throes of or on the brink of significant disruption.” Similarly, […]
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Posted in Boards of Directors, Executive Compensation, Practitioner Publications
Tagged Boards of Directors, Compensation committees, Executive Compensation, Executive performance, Firm performance, Incentives, Long-Term value, Management
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