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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
Loosey-Goosey Governance: Four Misunderstood Terms in Corporate Governance
We recently published a paper on SSRN (“Loosey-Goosey Governance: Four Misunderstood Terms in Corporate Governance”) that examines four central concepts that are widely discussed—even foundational to the problem—but loosely defined and poorly understood. A reliable corporate governance system is considered to be an important requirement for the long-term success of a company. Unfortunately, after decades […]
Click here to read the complete postOne Size Does Not Fit All
In a well-researched and documented paper, David Larcker and Brian Tayan of the Rock Center for Corporate Governance at Stanford University have demonstrated the ringing truth of the oft heard “one size doesn’t fit all” criticism of the stylized corporate governance principles promulgated by organizations like Institutional Shareholder Services, Glass Lewis, Council of Institutional Investors and […]
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Posted in Boards of Directors, ESG, Executive Compensation, Practitioner Publications
Tagged Board independence, Board oversight, Boards of Directors, Dual-class stock, ESG, Executive Compensation, Pay for performance, Staggered boards, Sustainability
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ESG and Executive Remuneration—Disconnect or Growing Convergence?
In recent years, the level of capital flowing into funds that incorporate ESG criteria has grown considerably and what was once an issue on the fringes of investment is increasingly part of the material financial analysis of a company’s value. Consequently, ESG rating agencies (who help investors identify ESG risk) have grown in prominence; regulators […]
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Posted in Boards of Directors, Corporate Elections & Voting, ESG, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Climate change, ESG, Executive Compensation, Institutional Investors, Management, Proxy advisors, Say on pay, Shareholder voting
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Institutional Investors’ Views and Preferences on Climate Risk Disclosure
Financial market efficiency relies on timely and accurate information regarding firms’ risk exposures. An increasingly important risk exposure relates to climate change. Climate risks can originate from more severe and more frequent natural disasters, government regulation to combat a rise in temperature, or climate-related innovations that disrupt existing business models. Consequently, high-quality information on firms’ […]
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Posted in Academic Research, Accounting & Disclosure, ESG, Institutional Investors
Tagged Climate change, Disclosure, Environmental disclosure, ESG, Institutional Investors, Risk management, Sustainability
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Board Oversight of Corporate Compliance: Is it Time for a Refresh?
Introduction—Compliance oversight as a board responsibility Nearly 25 years have passed since a landmark decision of the Delaware Chancery Court involving the board’s role in compliance oversight. The case was based upon claims that the board in question had breached its fiduciary duty regarding compliance with legal requirements applicable to health care providers, leading to […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications, Securities Litigation & Enforcement
Tagged Board oversight, Boards of Directors, Compliance & ethics, Compliance and disclosure interpretation, Corporate crime, Corporate culture, Disclosure, DOJ, Management, Misconduct
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Observations on Clovis Oncology, Inc. Derivative Litigation
On October 1, the Delaware Court of Chancery denied a motion to dismiss a Caremark claim in In re Clovis Oncology, Inc. Derivative Litigation. Under In re Caremark Int’l Inc. Deriv. Litig., 698 A.2d 959 (Del. Ch. 1996), directors have a duty to exercise oversight and monitor a corporation’s operational viability, legal compliance, and financial performance. Clovis is the […]
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Posted in Boards of Directors, Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Board oversight, Boards of Directors, Books and records, Caremark, Compliance and disclosure interpretation, Delaware cases, Delaware law
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Delaware Choice-of-Law Provisions in Restrictive Covenant Agreements
It is well-settled that California has a strong public policy against the enforcement of restrictive covenants against employees. Because of this, there has been a recent trend where employers have sought to circumvent California’s public policy by invoking Delaware law in restrictive covenant agreements with their employees. However, in a number of recent opinions, the […]
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Posted in Comparative Corporate Governance & Regulation, Court Cases, Practitioner Publications
Tagged California, Choice of Law, Contracts, Covenants, Delaware cases, Delaware law, Forum selection, State law
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CEO Pay Growth and Total Shareholder Return
One of the methodologies used to assess the reasonableness of CEO pay is a comparison of the growth rate in CEO pay with the company’s total shareholder return (TSR) over a period of time. TSR generally represents (a) the change in stock price of the company over the period of time being measured plus dividends […]
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Posted in Empirical Research, Executive Compensation, Practitioner Publications
Tagged Executive Compensation, Executive performance, Management, Peer groups, Securities regulation, Shareholder value
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Recent Trends in Shareholder Activism
Shareholder activism remains pervasive in the corporate landscape, as many companies continue to face new, and sometimes more sophisticated, activist situations. Recent activism-related trends indicate that the landscape is continually shifting, and companies’ strategies for dealing with activism should therefore also evolve and adapt. Increase in M&A Activism Mergers and acquisitions activity has increasingly become […]
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Posted in Court Cases, Institutional Investors, International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications, Private Equity
Tagged Institutional Investors, International governance, Merger litigation, Mergers & acquisitions, Private equity, Shareholder activism
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Naming and Shaming: Evidence from Event Studies
A firm’s “reputation” reflects the expectations of its partners of the benefits of trading with it in the future. An announcement by a regulator that a firm has engaged in misconduct may be expected to impact negatively on trading parties’ (i.e. consumers or investors) expectations for a firm’s future performance, and hence on its market […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, International Corporate Governance & Regulation, Securities Litigation & Enforcement
Tagged Information environment, International governance, Market reaction, Misconduct, Public perception, Reputation, SEC, Securities enforcement, Shareholder value, Stock performance, UK
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