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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
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino
- Steven J. Williams
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Outlaws of the Roundtable? Adopting a Long-term Value Bylaw
The CEOs of 150 major US public companies recently pledged to act for all of their “stakeholders”—customers, employees, suppliers, communities and yes, even stockholders. Much commentary ensued. But before we get too excited about whether these CEOs are grasping the mantle of government to act on behalf of the citizenry and other people who aren’t […]
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Posted in Comparative Corporate Governance & Regulation, Institutional Investors, Practitioner Publications
Tagged Business judgment rule, Business Roundtable, Delaware cases, Delaware law, Duty of loyalty, ESG, Long-Term value, Management, Shareholder primacy, Short-termism, Stakeholders
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Examining Corporate Priorities: The Impact of Stock Buybacks on Workers, Communities and Investors
Chairwoman Maloney, Ranking Member Huizenga, and members of the Subcommittee: I thank you for inviting me to testify. Stock buybacks are an important and increasingly controversial feature of our capital markets. I am honored to have been asked to participate in this hearing. I was asked for comment on the role of buybacks in the […]
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Posted in Academic Research, Accounting & Disclosure, Executive Compensation, HLS Research, Institutional Investors, Securities Regulation, Speeches & Testimony
Tagged Conflicts of interest, Disclosure, Equity-based compensation, Executive Compensation, Long-Term value, R&D, Repurchases, SEC, SEC rulemaking, Securities regulation, Shareholder value, Stakeholders, Transparency
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A Review of ISS Proposed 2020 Policy Changes
On October 7, 2019, Institutional Shareholder Services (ISS) released its Proposed Benchmark Policy Changes for 2020, reflecting 17 proposed new policies or policy changes, three of which are applicable to U.S. issuers. ISS is soliciting feedback from governance stakeholders on its proposed benchmark voting policies through 5:00 p.m., ET, on October 18, 2019. The following […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Board independence, Boards of Directors, Charter & bylaws, Dual-class stock, Institutional Investors, Institutional Shareholder Services Inc., Proxy advisors, Repurchases, Shareholder voting
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CFIUS Modernization
The U.S. Department of the Treasury has issued proposed regulations to implement CFIUS reforms enacted under the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”). Certain provisions of FIRRMA went into effect immediately upon its adoption in August 2018, but many of the provisions of the legislation require regulations to be prescribed by CFIUS […]
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Posted in International Corporate Governance & Regulation, Practitioner Publications, Securities Regulation
Tagged CFIUS, FIRRMA, International governance, Securities regulation, Treasury Department
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Examining Corporate Priorities: The Impact of Stock Buybacks on Workers, Communities and Investors
Thank you, Chairwoman Maloney and Ranking Member Huizenga, for inviting me to speak today [Oct. 17, 2019]. It is an honor to be here. My name is Lenore Palladino, and I am Assistant Professor of Economics & Public Policy at the University of Massachusetts Amherst, a Fellow at the Roosevelt Institute, and Research Associate at […]
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Thank you for inviting me to appear today [Oct. 17, 2019] to discuss corporate priorities as they relate to share repurchase program, workers, communities, and investment. I am the Madison S. Wigginton Professor of Finance at Vanderbilt University’s Owen Graduate School of Management and a Professor of Law at the Vanderbilt School of Law. I […]
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Posted in Academic Research, Accounting & Disclosure, Institutional Investors, Securities Regulation, Speeches & Testimony
Tagged Long-Term value, Repurchases, SEC, SEC rulemaking, Securities regulation, Shareholder primacy, Shareholder value, Short-termism, Stakeholders
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How the Type of Buyer May Affect a Target’s Remedies
In exploring a potential public company sale, target boards rightly focus on the amount and type of consideration offered by potential buyers and the level of deal certainty. However, when considering offers (including at early stages in the process), target boards should also take into account the risk of a buyer breach, including in connection […]
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Posted in Boards of Directors, Mergers & Acquisitions, Practitioner Publications
Tagged Acquisition agreements, Boards of Directors, Contracts, Merger litigation, Mergers & acquisitions, Strategic buyers, Target firms, Termination, Termination fees
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Proxy Access and Leverage
Thanks to thecorporatecounsel.net for catching this announcement from NYC Comptroller Scott Stringer and the NYC Retirement Systems, which reported that, since the inception of the Comptroller’s “Boardroom Accountability Project,” there has been a 10,000% increase in the number of companies with proxy access. Stringer began the Project in 2014 with proxy access proposals submitted to 75 companies. At the […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Accountability, Boards of Directors, Institutional Investors, New York, Pension funds, Private ordering, Proxy access, Rule 14a-8, SEC, SEC rulemaking, Securities regulation, Shareholder voting
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The Consequences to Directors of Deploying Poison Pills
How consequential is a firm’s adoption of a poison pill for the firm’s directors? Prior research reflects three conflicting views about this question, which reflect conflicting views about pills themselves. The entrenchment view holds that poison pills entrench managers at shareholders’ expense, implying that directors who adopt pills face the risk of shareholder backlash and […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Empirical Research
Tagged Antitakeover, Board turnover, Boards of Directors, Director tenure, Entrenchment, Market reaction, Poison pills, Reputation, Shareholder value, Takeover defenses
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Filing Thresholds and Main Street Investors
On May 8, 2019, SEC Chairman Jay Clayton testified to the Senate that “[o]ur first goal, which has been a priority of mine since I became Chairman, is focusing on the interests of our long-term Main Street investors.” He went on to say that “the question we ask ourselves every day: how does our work […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Engagement, Ownership, Retail investors, Rule 14a-8, SEC, Securities regulation, Shareholder proposals, Shareholder voting
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