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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
Views from the Steering Room: A Comparative Perspective on Bank Board Practices
Introduction This post is based on research carried out for a European client bank. It is about board governance in large banking organisations. Using information from a sample of 32 international “best practice” banks compiled by Aktis Ltd (www.aktisintel.com) and a series of interviews with bank board leaders and senior supervisors, we examine the way […]
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Posted in Banking & Financial Institutions, Boards of Directors, Executive Compensation, International Corporate Governance & Regulation, Practitioner Publications
Tagged Bank boards, Banks, Boards of Directors, EU, Executive Compensation, Financial institutions, International governance, Risk management, Succession, UK
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Conflicted Controllers, the “800-Pound Gorillas”: Part I—Tornetta
In the past quarter, two important Court of Chancery decisions—Tornetta and BGC—have highlighted the “reflexive skepticism” with which the Delaware courts approach transactions involving conflicted controllers. In Tornetta, a case of first impression according to the court, Vice Chancellor Slights held that unless a board’s decision on executive compensation for a controlling stockholder–CEO complies with […]
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Posted in Boards of Directors, Executive Compensation, Practitioner Publications
Tagged Board independence, Business judgment rule, Controlling shareholders, Delaware cases, Delaware law, Executive Compensation, Fairness review, MFW, Pay for performance, Shareholder suits, Tesla
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Stewardship: The 2020 Vision
Stewardship has come a long way since 1983 when visionary CEO, Ralph Quartano, who ran the Post Office pension fund, stood alone in challenging the cosy remuneration packages of company management teams. Today, stewardship has become more widespread, but corporate disasters, scandals or failures, like those at BP, VW and Carillion respectively, demonstrate that much […]
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Posted in ESG, Institutional Investors, Practitioner Publications
Tagged Asset management, ESG, Fiduciary duties, Institutional Investors, Long-Term value, Stakeholders, Stewardship, Sustainability
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The Proxy 2019 Season Hints at New Challenges
While the 2019 proxy season did not feature any dramatic developments, an interesting element was the slight but noticeable growth of the nascent movement against the use of environmental, social, and political factors in corporate decision-making. Led by groups such as the Free Enterprise Project and Main Street Investors Coalition, shareholder proposals against progressive initiatives […]
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Posted in Boards of Directors, Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Diversity, Engagement, ESG, Institutional Investors, Long-Term value, Proxy season, Proxy voting, Retail investors, Shareholder proposals
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Weekly Roundup: October 25–31, 2019
Investment Management: Compliance Developments & Calendar for Private Fund Advisers Posted by Jason M. Daniel and Jenny M. Walters, Akin Gump Strauss Hauer & Feld LLP, on Friday, October 25, 2019 Tags: Books and records, CFTC, Disclosure, Fiduciary duties, Form ADV, Form CRS, Investment advisers, OCIE, SEC, SEC enforcement, Securities enforcement, Securities regulation, Shareholder voting The New Stock Market: Law, Economics, and Policy Posted by Merritt B. Fox (Columbia […]
Click here to read the complete postDeutsche Bank Case Study: How CGLytics Tools Inform Glass Lewis’ Pay and Governance Analysis
In the following case study, we describe how CGLytics’ analytical tools informed Glass Lewis’ review of Deutsche Bank ahead of the 2019 AGM. Overview of DBK Annual Say-on-Pay won’t be mandatory in Germany until SRD II is implemented, allowing Deutsche Bank to omit any remuneration-related votes from its 2019 AGM agenda; the multinational last sought […]
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Posted in Banking & Financial Institutions, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Banks, Deutsche Bank, Executive Compensation, Financial institutions, Glass Lewis, Institutional Investors, Pay for performance, Proxy advisors, Shareholder meetings
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Mechanisms of Market Efficiency
Today’s financial markets are awash with instruments that holders accept at face value with minimal investigation into the quality of the underlying assets. Sometimes this is because everyone trusts the issuer. U.S. Treasuries are a prime example. But the demand for so-called “safe assets” often exceeds the volume of truly safe assets available. When this […]
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Posted in Academic Research, Banking & Financial Institutions, Financial Crisis, Financial Regulation
Tagged Banks, CDOs, Financial institutions, Financial regulation, Information asymmetries, Information environment, Market efficiency, Market reaction, Shadow banking, Systemic risk
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Spin-offs Unraveled
In a spin-off, a public company separates one or more of its businesses into a new, publicly traded company. For the public company that initiates it, a spin-off can achieve a number of critical business and financial objectives, including: Potentially achieving a greater valuation multiple and unlocking shareholder value by disposing of lower-valuation business segments […]
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Fiduciary Duties of Proxy Advisors Under the Investment Advisors Act
The SEC’s proxy process review has so far led the SEC to approve two separate releases regarding proxy advisors. The focus of this comment letter is on the guidance provided in one of those releases, Release No. IA-5325 (Release). This guidance identifies, under the Investment Advisers Act of 1940 (Advisers Act or Act), a “principles-based […]
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