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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
Institutional Investment Mandates: Anchors for Long-term Performance
Executive Summary Asset owners—the cornerstones of the investment ecosystem—often have very long-term investment goals, such as funding liabilities, building an endowment for perpetuity, or providing for subsequent generations. For some of these asset owners, especially pension and retirement funds, these goals reflect the long-term needs of individual plan members who rely on these institutions to […]
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Posted in Institutional Investors, Practitioner Publications
Tagged Asset management, Benchmarks, Engagement, Firm performance, Fund managers, Incentives, Institutional Investors, Long-Term value, Shareholder value
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The Plight of Women in Positions of Corporate Leadership in the United States, the European Union, and Japan: Differing Laws and Cultures, Similar Issues
Gender diversity on corporate boards is a highly debated issue worldwide. In addition to providing equal opportunity, promoting equality and inclusion of women in positions of leadership is also believed to have positive effects on the financial performance of a company. National campaigns such as “2020 Women on Boards” in the U.S., or “Women on […]
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Posted in Academic Research, Boards of Directors, International Corporate Governance & Regulation
Tagged Board composition, Boards of Directors, Diversity, EU, Europe, International governance, Japan
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Board-Shareholder Engagement Practices
Shareholder engagement is increasingly being added to the job description of the corporate director. The phenomenon is the natural evolution of the changes to the corporate governance landscape that have occurred during the last two decades. First, there is the expansion of the board’s oversight responsibilities that resulted from the Sarbanes-Oxley and Dodd-Frank legislations. Second, […]
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Posted in Boards of Directors, ESG, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Board communication, Boards of Directors, Engagement, ESG, General counsel, Institutional Investors, Say on pay, Shareholder activism, Surveys
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Worker Representation on U.S. Corporate Boards
For the last four decades, large corporations in the United States govern themselves according to the model of shareholder primacy. The economic theory underpinning shareholder primacy is that shareholders are the sole corporate stakeholder who makes a risky investment; therefore, the maximization of shareholder value is defended as the sole goal of corporations, and management […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Social Responsibility
Tagged Boards of Directors, Corporate Social Responsibility, Employees, Stakeholders
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New Considerations for Special Litigation Committees
On December 4, 2019, Vice Chancellor Sam Glassock III issued a memorandum opinion in In re Oracle Corporation Derivative Litigation finding that the Lead Plaintiff in a shareholder derivative suit against Oracle’s board of directors had the right to subpoena documents relied upon by the corporation’s Special Litigation Committee (SLC) in making its determination as […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Delaware cases, Delaware law, Derivative suits, Discovery, Merger litigation, Mergers & acquisitions, Shareholder suits, Special committees
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Public Company vs. JV Governance
The governance of public companies is profoundly important. Thirty years ago, CalPERS, a major institutional investor and leading corporate governance advocate, argued that corporate governance was “the grain in the balance that makes the difference between wallowing for long and perhaps fatal periods in the depths of the performance cycle, and responding quickly to correct […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Practitioner Publications
Tagged Boards of Directors, Director qualifications, Joint ventures, Public firms, Shareholder value
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Managerial Control Benefits and Takeover Market Efficiency
The takeover market plays a crucial role in reallocating assets and stimulating economic growth. In 2016 alone, public firms in the United States exchanged $600 billion worth of assets, which accounted for 32% of their total investments. Much of this asset reallocation is shaped by entrenched managers’ preferences for acquiring control benefits. As Jensen and […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Mergers & Acquisitions
Tagged Agency costs, Agency model, Antitakeover, Change in control, Control rights, Entrenchment, Incentives, Management, Mergers & acquisitions, Private benefits of control, Takeover defenses, Takeovers
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SEC Proposes to Expand Definition of “Accredited Investor”
On December 18, 2019, the Securities and Exchange Commission (the “SEC”) published for comment proposed amendments to the definition of “accredited investor” under the Securities Act of 1933, which would expand the category of investors eligible to participate in private offerings under Regulation D. The amendments would create new categories of accredited investors, including those […]
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Posted in Legislative & Regulatory Developments, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Accredited investors, Capital formation, Equity offerings, Investment advisers, Investor protection, Regulation D, SEC, SEC rulemaking, Securities regulation, Solicitation
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Institutional Trading around Corporate News: Evidence from Textual Analysis
Institutional investors now own over 60% of corporate equities, and account for an even greater proportion of trading volume. Accordingly, institutions play a large role in the incorporation of new information into market prices. However, the mechanism of how institutional investors use information to trade, and how quickly their information-motivated trades are reflected in stock […]
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Posted in Academic Research, Empirical Research, Institutional Investors
Tagged High-frequency trading, Information asymmetries, Information environment, Institutional Investors, Market reaction, Reputation
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