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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
Weekly Roundup: November 28–December 6, 2019
Performance Metrics: Accelerating the Stakeholder Model Posted by Connor Doyle, Equilar, Inc., on Friday, November 29, 2019 Tags: Accounting, Board composition, Boards of Directors, Corporate culture, Diversity, Firm performance, Performance measures, Shareholder primacy, Stakeholders Policy Overhaul—Executive Compensation Posted by Glenn Davis and Ken Bertsch, Council on Institutional Investors, on Saturday, November 30, 2019 Tags: Compensation committees, Compensation disclosure, Equity-based compensation, Executive Compensation, Incentives, Institutional Investors, Long-Term value, Pay for performance, Proxy advisors, Say on pay, Shareholder voting […]
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Posted in Weekly Roundup
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Remarks by Commissioner Elad L. Roisman at the Elder Justice Coordinating Council Fall 2019 Meeting
Good morning. I am truly happy to join you today at the fall 2019 meeting of the Elder Justice Coordinating Council (“EJCC”). I want to thank U.S. Department of Health and Human Services Secretary [Alex] Azar, Assistant Secretary [Lance] Robertson, EJCC Coordinator [Toni] Bacon, and the Administration for Community Living for, once again, bringing the […]
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Posted in Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation
Tagged Investor protection, Retail investors, SEC, Securities enforcement, Securities fraud, Securities regulation, Solicitation
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Asset Management, Index Funds, and Theories of Corporate Control
In our paper entitled Asset Management, Index Funds, and Theories of Corporate Control, we dispute the principal arguments of three papers addressing asset management, index funds and corporate control: “The Future of Corporate Governance Part I: The Problem of Twelve” by John C. Coates, IV; and “The Specter of the Giant Three” and “Index Funds […]
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Posted in Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Asset management, Conflicts of interest, Engagement, Fund managers, Incentives, Index funds, Institutional Investors, Institutional monitoring, Institutional voting, Stakeholders, Stewardship
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Approval of Conflicted Transactions in Publicly Traded Limited Partnerships
Dieckman v. Regency (Nov. 3, 2019) reflects the potential for general partners of master limited partnerships (i.e., publicly traded limited partnerships) to be subject to scrutiny and possible liability in connection with approving conflicted transactions. More broadly, the decision underscores the critical importance of clarity in drafting and compliance with the precise terms of agreements. […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Private Equity, Securities Litigation & Enforcement
Tagged Acquisition agreements, Conflicts of interest, Delaware cases, Delaware law, Liability standards, Merger litigation, Mergers & acquisitions, Partnerships, Private equity, Safe harbor
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Labor in the Boardroom
A fundamental question societies face is whether and how to involve stakeholders, in particular workers, in corporate decision-making. Many countries, particularly in continental Europe, grant workers formal authority in firms’ decision-making (Hall and Soskice, 2001). Such shared governance or codetermination institutions include worker-elected directors on company boards. By contrast, in many liberal market economies such […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Corporate Social Responsibility, ESG, International Corporate Governance & Regulation
Tagged Boards of Directors, Capital formation, Corporate Social Responsibility, EU, Germany, International governance, Profitability, Shareholder value, Stakeholders
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ISS and Glass Lewis Policy Updates
Institutional Shareholder Services (ISS) and Glass Lewis & Co. (Glass Lewis) have updated their proxy voting policies for shareholder meetings held on or after February 1, 2020 (ISS) or January 1, 2020 (Glass Lewis). This post (1) summarizes the changes in proxy voting policies that apply to U.S. companies, (2) discusses the practical implications of […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, ESG, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Accountability, Boards of Directors, Compensation committees, ESG, Executive Compensation, Governance institutions, Institutional voting, Proxy season, Proxy voting, Shareholder nominations, Shareholder proposals
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Diversity of Shareholder Stewardship in Asia: Faux Convergence
In 2010, when the United Kingdom enacted the world’s first stewardship code (UK Code), the impetus behind it was clear. Institutional investors had come to hold a substantial majority of the shares in UK listed companies. However, most institutional investors lacked the incentive to use their shareholder power to monitor management. In turn, they were […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Institutional Investors, International Corporate Governance & Regulation
Tagged Asia-Pacific, Institutional Investors, International governance, Japan, Singapore, Stakeholders, Stewardship, UK, UK Corporate Governance Code
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ESG Reporting Best Practices
Policymakers have been debating here in the U.S. as well as globally on how companies should disclose Environmental, Social, or Governance (ESG) information, both to investors as well as other stakeholders. Currently, to the extent that ESG information is material under the U.S. federal securities laws, public companies are already required to include it in […]
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Some of the most important battles in corporate governance have been fought on the grounds of charters and bylaws: board de-staggering, poison pill, and forum selection provisions come to mind readily. In recent years, however, many battles have moved into the less visible universe of committee charters, corporate governance guidelines and other corporate internal policies—an […]
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Posted in Academic Research, Accounting & Disclosure, Boards of Directors, Comparative Corporate Governance & Regulation, Empirical Research
Tagged Boards of Directors, Charter & bylaws, Corporate culture, Disclosure, Proxy advisors, Stakeholders, Transparency
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ISS Benchmark Policy Updated—Executive Summary
Each year, ISS conducts a robust, inclusive, and transparent global policy review process to update the ISS Benchmark Proxy Voting Guidelines (benchmark guidelines or policies) for the upcoming year. The policy update process begins with an internal review of emerging issues, relevant regulatory changes and notable trends seen across global, regional and individual markets. Based […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Board independence, Boards of Directors, Dual-class stock, Institutional Investors, International governance, Proxy advisors, Repurchases, Shareholder voting
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