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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
Evolving Board Evaluations and Disclosures
Effective board evaluations can drive better board performance. So how are today’s leading boards evolving their evaluations to enhance effectiveness, and what are their companies communicating to stakeholders about their board evaluation processes? Last year we reviewed proxy statements filed by Fortune 100 companies to identify disclosures on notable board evaluation practices and to outline […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged Board evaluation, Board performance, Boards of Directors, Director qualifications, Disclosure, Proxy voting
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Toward Fair and Sustainable Capitalism
I recently placed on SSRN a new paper, Toward Fair and Sustainable Capitalism: A Comprehensive Proposal to Help American Workers, Restore Fair Gainsharing Between Employees and Shareholders, and Increase American Competitiveness by Reorienting Our Corporate Governance System Toward Sustainable Long-Term Growth and Encouraging Investments in America’s Future. The Financial Times published earlier this week an op-ed in […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, ESG, HLS Research, Institutional Investors
Tagged Accountability, Capital markets, Employees, ESG, Institutional Investors, Labor markets, Long-Term value, Public firms, Public interest, Stakeholders, Sustainability
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Managerial Response to Shareholder Empowerment: Evidence from Majority Voting Legislation Changes
Regulators often change the rules of shareholder democracy to improve the effectiveness of shareholder voting and to influence managerial authority. These rules may affect the election of firm directors but also more direct participation channels such as the voting of shareholder proposals. Given that these are two of the main ways through which shareholders can […]
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Posted in Academic Research, Corporate Elections & Voting, Empirical Research
Tagged Charter & bylaws, DGCL, Management, MBCA, Shareholder activism, Shareholder proposals, Shareholder rights, Shareholder value, Shareholder voting, State law
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2020 Proxy and Annual Report Season: Time to Get Ready—Already
As summer closes and autumn begins, it is time for public companies to begin planning for the 2020 proxy and annual report season. Advance preparations are key to producing proxy statements and annual reports that not only comply with disclosure requirements but also serve as tools for shareholder engagement. This post highlights the following issues […]
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Posted in Accounting & Disclosure, Boards of Directors, Executive Compensation, Practitioner Publications, Securities Regulation
Tagged Audits, Boards of Directors, Disclosure, Diversity, ESG, Executive Compensation, Form 10-K, Overboarding, Proxy voting, Risk, Rule 14a-8, Say on pay, Securities regulation, Shareholder proposals, Shareholder voting
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Proxy Season Say-on-Pay Review
Executive Summary 2019 by the numbers so far
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Posted in Corporate Social Responsibility, Executive Compensation, Practitioner Publications
Tagged Equity-based compensation, Executive Compensation, Golden parachutes, Pay for performance, Proxy advisors, Proxy season, Proxy voting, Say on pay, Shareholder proposals, Shareholder voting
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Toward an Interest Group Theory of Foreign Anti-Corruption Laws
In a recent speech, the Chairman of the SEC argued that other countries’ failure to enforce foreign anti-bribery and corruption laws may put U.S. companies at a competitive disadvantage to foreign firms. Against the background of aggressive enforcement of the FCPA, Chairman Clayton remarked that “other countries may be incentivized to play, and I believe […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, International Corporate Governance & Regulation, Securities Litigation & Enforcement, Securities Regulation
Tagged Anti-corruption, FCPA, International governance, SEC, Securities enforcement, Securities regulation
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Acquisitions of Public Companies—2018 Shareholder Litigation
Introduction This post examines litigation challenging M&A deals valued over $100 million announced from 2009 through 2018, filed on behalf of shareholders of publicly traded target companies. These lawsuits usually take the form of class actions filed in either federal or state court. Plaintiffs typically allege that the target’s board of directors violated its fiduciary […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Delaware cases, Delaware law, Filings, In re Trulia, Jurisdiction, Merger litigation, Mergers & acquisitions, Securities litigation, Shareholder suits, U.S. federal courts
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Notes from House Financial Services Committee Hearing
All five SEC Commissioners testified yesterday at an oversight hearing held by the House Financial Services Committee, the first time all five have appeared since 2007, according to Chair Maxine Waters. (Here is their formal testimony.) These hearings are, of course, broken up into bite-size five-minute Q&A sessions, so there is not much opportunity for […]
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Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Capital formation, Crowdfunding, Disclosure, ESG, Form 8-K, Investor protection, Regulation S-K, SEC, Securities enforcement, Securities regulation, US House
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