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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
Together but Separate: Private Equity Funds Liability for Portfolio Company Pension Obligations
Private equity sponsors recently won a significant court victory that may result in increased appetite for transactions involving companies with unionized workforces. On November 22, 2019, the United States Court of Appeals for the First Circuit held that the ownership stakes of related but separate private equity (“PE”) funds in a portfolio company will not […]
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Posted in Court Cases, Practitioner Publications, Private Equity, Securities Litigation & Enforcement, Securities Regulation
Tagged DOL, ERISA, Liability standards, Partnerships, Pension funds, Private equity, U.S. federal courts
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Financial Institutions Developments: Merger of Equals
The approval by the Federal Reserve and the FDIC of BB&T Corporation’s merger of equals with SunTrust Banks, Inc. is a landmark in the post-crisis regulatory environment. Notably, the transaction was unanimously approved by the boards of both agencies at a time when the Democratic appointees have been known to vote against pro-industry measures. Measured […]
Click here to read the complete postAgency Costs, Corporate Governance and the American Labor Union
Union officials, who represent workers in collective bargaining over workers’ wages, hours and working conditions, are agents of the workers whose interests they are supposed to represent. And, of course, agency costs manifest themselves in the union-worker relationship just as they do in other contexts in which principal-agent relationships exist. Such other contexts, such as […]
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Posted in Academic Research, Accounting & Disclosure, Comparative Corporate Governance & Regulation, Corporate Elections & Voting
Tagged Accountability, Agency costs, Agency model, Employees, Information environment, Labor markets, Oversight, Private benefits of control, Proxy advisors, Shareholder proposals, Stakeholders, Unions
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Weekly Roundup: December 7–12, 2019
Ending Foreign-Influenced Corporate Spending in U.S. Elections Posted by Michael Sozan, Center for American Progress, on Friday, December 6, 2019 Tags: Accountability, Citizens United v. FEC, Corporate Social Responsibility, Disclosure, ESG, Political spending, Supreme Court, Transparency Keynote Speech by PCAOB Chairman William D. Duhnke III at the 14th Annual Audit Conference Baruch College Posted by William D. Duhnke III, Public Company Accounting Oversight Board, […]
Click here to read the complete postExpected Effects of SEC Proposals on Public Companies & Proxy Advisors’ Dialogue
Last week, in a 3 to 2 vote in favor, the Securities and Exchange Commission’s (SEC) proposed regulations that would change how proxy advisory firms interact with public companies and their institutional investor clients regarding proxy voting recommendations. The headline for companies is that the SEC proposal would permit them more time to respond directly […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Conflicts of interest, Disclosure, Engagement, Institutional Investors, Proxy advisors, SEC, Securities regulation, Shareholder voting
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Pay for Performance… But Not Too Much Pay: The American Public’s View of CEO Pay
Introduction We recently published a paper, Paying a Pittance to the CEO: The American Public’s View of CEO Pay, that examines the American public’s view of CEO compensation. Among the controversies in corporate governance, perhaps none is more heated or widely debated across society than that of CEO pay. Americans might not have strong opinions […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research, Executive Compensation
Tagged Compensation disclosure, Equity-based compensation, Executive Compensation, Incentives, Management, Pay for performance, Surveys
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SEC Process for Responding to Shareholder Proposal No-Action Requests
On November 21, 2019, the Division of Corporation Finance (the “Division” or “Staff”) of the Securities and Exchange Commission (“SEC”) provided additional detail on how it will process responses to shareholder proposal no-action requests under Rule 14a-8. As discussed in our prior posts, available here and here, in September 2019 the Division announced that, starting […]
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Posted in Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged No-action letters, Rule 14a-8, SEC, Securities regulation, Shareholder proposals, Shareholder voting
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Barbara Novick’s Keynote Address at Harvard Law School
In a recent event of the Harvard Law School Program on Corporate Governance, BlackRock Vice-Chairman Barbara Novick delivered a keynote address on Blackrock’s stewardship. A video of her presentation is available on the Program’s website here. Following her presentation Ms. Novick engaged in a dialog with the participants, but the dialog was subject to Chatham House […]
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Posted in Academic Research, Institutional Investors, Program News & Events
Tagged Institutional Investors, Program on Corporate Governance
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Corporate Governance and Corporate Agility
The financial economics literature on corporate governance, largely non-existent prior to the 1970s, has grown enormously during the past forty years. Most of this literature focuses on three dimensions of governance that are relatively easy to measure—ownership structure, the size and structure of boards, and executive compensation—and most of it examines governance from the perspective […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting
Tagged Agency costs, Boards of Directors, Firm performance, Management, Managerial style, Proxy contests, Shareholder activism, Shareholder voting, Small firms, Stakeholders
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