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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
FinTech, BigTech, and the Future of Banks
In my paper titled FinTech, BigTech, and the Future of Banks, I examine how FinTech and BigTech impact the future of banks. For this article, FinTech is defined as financial innovation based on the use of digital technologies and big data. BigTech firms are “technology companies with established presence in the market for digital services” […]
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Posted in Academic Research, Banking & Financial Institutions, Financial Regulation
Tagged Banks, Federal Reserve, Financial institutions, Financial regulation, Financial technology
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Annual Review and Analysis of 2019 U.S. Shareholder Activism
Starboard, Ancora, Icahn and Elliott lead the way with the most publicly announced campaigns against U.S. issuers through August Board seats obtained per announced campaign remain at elevated levels, as activists on average obtained 0.7 board seats per 2019 campaign (a 35% increase from 2017) Despite the recent focus in shareholder discourse on “purpose” and […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Blockchain, Boards of Directors, Hedge funds, Institutional Investors, Mergers & acquisitions, Proxy advisors, Proxy contests, Shareholder activism, Shareholder voting, Universal proxy ballots
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Entire Fairness Review of Tesla CEO Compensation
A Tesla shareholder challenged a unique and extremely lucrative equity grant to Elon Musk, claiming that the directors’ decision to approve the pay package breached their fiduciary duties. The compensation consisted of stock options that only vested upon Tesla’s achievement of extraordinary market cap and operational milestones, with a value to Musk of up to […]
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Posted in Boards of Directors, Court Cases, Executive Compensation, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, Compensation committees, Delaware cases, Delaware law, Equity-based compensation, Executive Compensation, Incentives, Management, Pay for performance, Securities litigation, Tesla
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Retail Shareholder Participation in the Proxy Process: Monitoring, Engagement, and Voting
A central premise of corporate governance research is the shareholder collective action problem. Shareholders, the ultimate economic beneficiaries of firms, are by commonly-accepted wisdom dispersed and rationally apathetic, unable to effectively monitor firms. Research tends to focus on those who are hired to act for shareholders’ ultimate economic benefit: the management and directors, and, in […]
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Posted in Academic Research, Corporate Elections & Voting, ESG, Institutional Investors
Tagged Agency model, ESG, Institutional Investors, Management, Proxy advisors, Retail investors, Shareholder proposals, Shareholder voting, Small firms
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Judicial Deference on Executive Compensation Decisions
The Delaware Court of Chancery recently denied two books and records demands made by stockholders of Facebook, Inc. that sought to investigate alleged wrongdoing surrounding Facebook’s executive compensation practices at a time when its advertising revenues were declining. In Southeastern Pennsylvania Transportation Authority v. Facebook, Inc., Vice Chancellor Joseph R. Slights III found that the stockholder plaintiffs […]
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Posted in Boards of Directors, Court Cases, Executive Compensation, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, Books and records, Business judgment rule, Delaware cases, Delaware law, DGCL Section 220, Discovery, Executive Compensation, Fiduciary duties, Management, Misconduct, Pay for performance, Say on pay, Securities litigation, Shareholder suits
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2019 U.S. Spencer Stuart Board Index
The 2019 U.S. Spencer Stuart Board Index finds that boards are heeding the growing calls from shareholders and other stakeholders and adding new directors with diversity of gender, age, race/ethnicity and professional backgrounds. However, because boardroom turnover remains low, with the new directors representing only 8% of all S&P 500 directors, changes to overall numbers […]
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Posted in Boards of Directors, Institutional Investors, Practitioner Publications
Tagged Board composition, Board turnover, Boards of Directors, Director qualifications, Diversity, Institutional Investors, Management, Surveys
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Getting Tired of Your Friends: The Dynamics of Venture Capital Relationships
The received wisdom is that stronger relationships reinforce over time and lead to better deals. Examining investor relationships in the venture capital (VC) industry we challenge this received wisdom by identifying circumstances where relationships weaken over time, and can even lead to lower performance. Our central research question is how investor relationships evolve over time […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Private Equity
Tagged Capital formation, IPOs, Private equity, Private firms, Tech companies, Venture capital firms
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Women in the Boardroom: A Global Perspective
Deloitte Global’s sixth edition of Women in the Boardroom: A Global Perspective shares the latest statistics on global boardroom diversity, exploring efforts and regulation in 66 countries to increase gender diversity in their boardrooms while featuring insights on the political, social, and legislative trends behind the numbers. Globally, women hold just 16.9 percent of board […]
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Posted in Boards of Directors, ESG, International Corporate Governance & Regulation, Practitioner Publications
Tagged Board composition, Boards of Directors, Disclosure, Diversity, ESG, International governance, Surveys
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Board Pay Under the Microscope
Director pay programs are under greater scrutiny, and S&P 500 companies are striving to anticipate and adapt to this significant change. Compensation limits are at the forefront of this keen interest, with advisory firms Institutional Shareholder Services and Glass Lewis, and shareholders, becoming more vocal and taking direct action. This activism is framed by trends […]
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Posted in Accounting & Disclosure, Boards of Directors, Executive Compensation, Practitioner Publications
Tagged Boards of Directors, Compensation disclosure, Director compensation, Equity-based compensation, Executive Compensation, Incentives
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The Effects of Recent Proposed CFIUS Regulations on Fund Managers
The Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”) has made compliance with increasingly complex Committee on Foreign Investment in the United States (“CFIUS”) rules an important part of a fund manager’s job if any of its funds have foreign investors. Before FIRRMA, CFIUS jurisdiction only applied to transactions where a foreign entity acquired […]
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Posted in Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged CFIUS, Disclosure, FIRRMA, Foreign firms, Institutional Investors, International governance, Jurisdiction, Minority shareholders, Securities enforcement, Securities regulation, Treasury Department
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