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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
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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Weekly Roundup: October 4–10, 2019
SEC Expansion of “Testing-the-Waters” Communications to All Issuers Posted by Michael Zeidel, Andrew J. Brady, and Ryan J. Adams, Skadden, Arps, Slate, Meagher & Flom LLP, on Friday, October 4, 2019 Tags: Capital markets, Disclosure, IPOs, JOBS Act, Reporting regulation, SEC, Securities Act, Securities Act Rule 163, Securities regulation Response to CII Proposal to Amend DGCL Posted by David Berger and Amy Simmerman, Wilson Sonsini […]
Click here to read the complete postPredicting Long Term Success for Corporations and Investors Worldwide
Through our research, FCLTGlobal aims to identify the key determinants of long-term success for companies and investors around the world. We then use this knowledge to encourage long-term behaviors across capital markets. This post focuses on predictors of long-term health that are grounded in rich global data going back over time. Looking across the value […]
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Posted in Accounting & Disclosure, Boards of Directors, Institutional Investors, Practitioner Publications
Tagged Board composition, Board performance, Boards of Directors, Diversity, Engagement, Firm performance, Institutional Investors, Long-Term value, R&D, Repurchases
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Corporate Control Across the World
Understanding the driving forces and consequences of the various types of corporate control are core inquiries of corporate finance. While most economics and legal theory distinguishes between widely-held corporations with dispersed ownership and controlled firms where a dominant shareholder exerts control, corporate structures are complex. Pyramids that allow shareholders to influence decisions over their cash-flow […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research, International Corporate Governance & Regulation
Tagged Control rights, Controlling shareholders, Family firms, International governance, Investor protection, Legal history, Legal systems, Ownership
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