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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
Is Managerial Entrenchment Always Bad and Corporate Social Responsibility Always Good?
Corporate governance research is highly concerned with how to ensure that senior management acts in the benefit of the firm’s shareholders. Through the adoption of corporate governance provisions or through the engagement in CSR, scholars predict there will be less room for managerial opportunism and stronger incentives for generating shareholder value. The empirical evidence has, […]
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Posted in Academic Research, Corporate Social Responsibility, ESG
Tagged Agency costs, Agency model, Corporate Social Responsibility, Entrenchment, ESG, Long-Term value, Management, Shareholder value, Short-termism
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New Report on California Board Gender Diversity Mandate
As required by SB 826, California’s board gender diversity law, the California Secretary of State has posted its March 2020 report on the status of compliance with the new law. The report combines information gathered in the July 2019 report (see this PubCo post) with data for the additional six-month period of July 1, 2019 […]
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Posted in Boards of Directors, ESG, Practitioner Publications
Tagged Board composition, Boards of Directors, California, Diversity, ESG, Public firms, State law
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Executive Pay Matters—Say-on-Pay 2019 Annual Update
1. Say-on-pay (SoP) voting results are very similar to the prior year results Absolute number of companies failing the SoP vote increased by one from 2018 (56) to 2019 (57), while the overall failure rate (3%) held steady Average support for SoP proposals has remained generally flat at around 90% for the past nine years […]
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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Executive Compensation, Institutional Investors, ISS, Management, Pay for performance, Say on pay, Shareholder voting
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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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