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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
NYC Comptroller Boardroom Accountability 3.0
In its new initiative, Boardroom Accountability Project 3.0, the Office of New York City Comptroller Scott M. Stringer calls on boards of directors to adopt a diversity search policy requiring that the initial lists of candidates from which new management-supported director nominees and chief executive officers (CEOs) are chosen include qualified female and racially/ethnically diverse […]
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Posted in Accounting & Disclosure, Boards of Directors, Institutional Investors, Practitioner Publications
Tagged Accountability, Board composition, Boards of Directors, Diversity, Institutional Investors, Management, Oversight, Pension funds, Transparency
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Dilution, Disclosure, Equity Compensation, and Buybacks
Buybacks and equity compensation are two sides of a single coin. In a buyback, a company spends cash to repurchase its own shares, reducing its total outstanding share count. In the case of equity compensation, a company issues shares, receiving cash and tax benefits, increasing its total outstanding share count. The two kinds of transactions—buybacks […]
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Posted in Academic Research, Accounting & Disclosure, Executive Compensation
Tagged Accounting, Equity-based compensation, Executive Compensation, Incentives, Repurchases
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Response to the Chamber of Commerce’s Outrageous Comment to DOL
VEA Vice Chair Nell Minow has submitted a comment to the Department of Labor on proxy advisory firms and proxy voting by pension fiduciaries. This is a follow-up to two previous letters on the issue and in response to a letter from the Chamber of Commerce calling for the same kinds of restrictions on proxy […]
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Posted in Boards of Directors, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, DOL, Fiduciary duties, Fiduciary rule, Institutional Investors, Management, Pension funds, Proxy advisors, Proxy voting, Shareholder voting
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Private Equity’s Governance Advantage: A Requiem
Is private equity still special? Although the industry’s returns have been envied for decades, recent studies show that they have declined over time and converged with public-market returns. In Private Equity’s Governance Advantage: A Requiem, I document that the means by which private equity generates those returns have changed as well. Private equity’s original value […]
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Posted in Academic Research, Mergers & Acquisitions, Private Equity
Tagged Acquisitions, Buyouts, Conflicts of interest, Leveraged acquisitions, Mergers & acquisitions, Ownership, Private equity, Target firms
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The Beneficial Owner
Well versed in claims filing for over fifteen years, ISS Securities Class Action Services (ISS SCAS), along with other third-party filers, has experienced new challenges due to a seemingly new requirement on the part of law firms and claim administrators for precise beneficial owner information. Previously, claim administrators accepted the account name and account number […]
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Posted in Institutional Investors, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Beneficial owners, Class actions, Disclosure, Hedge funds, Institutional Investors, Mutual funds, Ownership, Securities enforcement, Securities fraud, Securities litigation, Securities regulation, Transparency
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The New Paradigm
With the adoption this week of The UK Stewardship Code 2020, to accompany The UK Corporate Governance Code 2018, the UK Financial Reporting Council has promulgated corporate governance, stewardship and engagement principles closely paralleling The New Paradigm issued by the World Economic Forum in 2016. While the FRC codes are “comply and explain,” they fundamentally […]
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Posted in Boards of Directors, ESG, International Corporate Governance & Regulation, Practitioner Publications
Tagged Boards of Directors, ESG, International governance, Long-Term value, Shareholder value, Stakeholders, Stewardship, Stewardship Code, UK
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The Myth of Creditor Sabotage
Net-short creditor activism isn’t real. The fact that people talk as though it were real is, however, deeply interesting as a matter of economic sociology. So we claim in our new article, The Myth of Creditor Sabotage. Readers of this blog are likely familiar at least in outline with the Windstream case. In 2017, Aurelius […]
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Posted in Academic Research, Bankruptcy & Financial Distress, Derivatives
Tagged Bankruptcy, Covenants, Credit default swaps, Debtor-creditor law, Defaults, Derivatives, Distressed companies, Greenmail, Hedge funds, Shareholder activism
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2019 Proxy Season Review
This post provides insights into key corporate governance and shareholder voting data for the 2019 proxy season, as well as the five-year trends. It covers the results of 4,059 public company annual meetings held between January 1 and June 30, 2019. Overview & Key Takeaways We continue to see substantial differences in voting between institutional […]
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Posted in Boards of Directors, Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications
Tagged Board composition, Boards of Directors, Business Roundtable, Engagement, ESG, Institutional Investors, Proxy season, Proxy voting, Say on pay, Shareholder proposals
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Recruiting ESG Directors
The pressure is now greater to populate boards with directors whose backgrounds satisfy ESG (Environmental, Social, Governance) standards. Agitation for ESG boardroom reform is emanating from a variety of quarters and is taking on an even broader definition than originally. Indeed The Business Roundtable’s recent liberal “Statement on the Business of a Corporation” would appear […]
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Posted in Accounting & Disclosure, Boards of Directors, ESG, Practitioner Publications
Tagged Board composition, Boards of Directors, Director nominations, Director qualifications, Disclosure, Diversity, Environmental disclosure, ESG, Reputation, Sustainability
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A Common-Sense Approach to Corporate Purpose, ESG and Sustainability
With publication of the Business Roundtable’s “Statement on the Purpose of a Corporation,” America’s top business and financial leaders now officially support the rapidly evolving ESG/sustainability movement, confirming that environmental, social and corporate governance policies are inextricably linked to business risk, value creation, financial performance and sustainability. The global push for sustainability has already proven […]
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