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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
2019 ISS Global Policy Survey Results
Key Findings Board Gender Diversity: Majorities of both investors (61 percent) and non-investors (55 percent) agreed with the view that board gender diversity is an essential attribute of effective board governance regardless of the company or its market. Approximately 27 percent of investors tended to favor a market-by-market approach to reviewing board gender diversity, while 24 […]
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Posted in Boards of Directors, ESG, Executive Compensation, Practitioner Publications
Tagged Board composition, Board independence, Boards of Directors, Climate change, Diversity, ESG, Executive Compensation, Management, Overboarding, Risk oversight, Surveys, Sustainability
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Letter to Delaware State Bar Association: Limiting Multi-Class Voting Structures
September 13, 2019 Henry E. Gallagher, Jr. Council Chair Corporation Law Section of the Delaware State Bar Association 1201 North Market Street, 20th Floor Wilmington, DE 19801 Dear Mr. Gallagher: We are writing on behalf of the Council of Institutional Investors (CII) to request that the Delaware State Bar Association propose to the Delaware General […]
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Posted in Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Accountability, Charter & bylaws, Council of Institutional Investors, Delaware law, DGCL, Dual-class stock, Institutional Investors, IPOs, Section 212, Securities regulation, Shareholder rights, Shareholder voting
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Sustainability in Corporate Law
Over a quarter of total assets under management is now invested in socially responsible companies. This marks an astounding repudiation of Wall Street’s get-rich-fast mentality, as well as a direct challenge to corporate law’s reigning mantra of profit maximization. Yet, this new direction has gained followers not only among progressive academics and policy makers, but […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, ESG
Tagged Compliance & ethics, ESG, Misconduct, Risk management, Shareholder primacy, Stakeholders, Sustainability
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The Fearless Boardroom
Societal and governance issues pelting boards of directors—from the rise of the #MeToo movement, activist investors and impact funds are starting to redefine the traditional relationship between directors and the CEO. Boards once pals with leadership while keeping to the tradition of not meddling are now assessing potential structural changes needed to create a more […]
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Posted in Boards of Directors, ESG, Practitioner Publications
Tagged #MeToo, Board independence, Board monitoring, Board oversight, Boards of Directors, Corporate liability, ESG, Management, Misconduct, Reputation
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Investment Advisers, Fiduciary Duties, and Voting Obligations
On August 21, 2019, the Securities and Exchange Commission (SEC) voted 3 to 2 to adopt new interpretive guidance (the “Voting Interpretation”) applicable to investment advisers regarding their proxy voting responsibilities as a fiduciary. While the Voting Interpretation provides guidance that would be helpful for registered investment advisers in crafting their proxy voting policies, the […]
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Posted in Corporate Elections & Voting, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Conflicts of interest, Duty of care, Fiduciary duties, Investment advisers, Proxy advisors, Proxy voting, SEC, SEC rulemaking, Securities regulation
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The Effects of Shareholder Primacy, Publicness, and “Privateness” on Corporate Cultures
There is widespread belief in both scholarship and business practice that internal corporate cultures strongly affect economic outcomes for firms, for better or worse. In turn, there is also a growing belief that corporate governance arrangements materially affect corporate cultures. If this is true, it suggests an intriguing three-link causal chain: governance choices influence corporate […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Institutional Investors
Tagged Agency costs, Agency model, Corporate culture, Firm performance, Institutional Investors, Management, Managerial style, Private firms, Public firms, Shareholder primacy
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Use of Special Committees in Conflict Transactions
Special committees often play a critical role in conflict transactions, such as transactions involving controlling stockholders, corporate insiders or affiliated entities, including “going private” transactions, or purchases or sales of assets or securities from or to a related party. Such “conflict transactions” raise complicated legal issues and, in today’s environment, a high likelihood of litigation. […]
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Posted in Accounting & Disclosure, Boards of Directors, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Board independence, Boards of Directors, Conflicts of interest, Controlling shareholders, Delaware law, Disclosure, Fairness review, Materiality, Mergers & acquisitions, Securities litigation, Shareholder suits, Shareholder value, Special committees
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Investor Stewardship Reporting and Engagement
Vital to rebuilding trust in business is an effective accountability framework based on good stewardship, governance and reporting. Within this, transparency over stewardship of investments plays a fundamental role in providing confidence to a broad range of stakeholders. Pursuing greater transparency drives greater accountability, and promotes a critical shift from short-term thinking to creating long-term […]
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Posted in Accounting & Disclosure, Corporate Social Responsibility, International Corporate Governance & Regulation, Practitioner Publications
Tagged Asset management, Climate change, Diversity, Engagement, ESG, Europe, Fund managers, Human capital, Reputation, Stewardship, Stewardship Code, Surveys, Transparency, UK
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Reg FD Enforcement Action
Reg FD prohibits selective disclosure of material, nonpublic information by public companies (or by its senior officials or specified other employees) to securities market professionals and shareholders reasonably likely to trade on the information. If a public company does make a disclosure of that kind, the company is required under Reg FD to disclose the […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Disclosure, Forecasting, Regulation FD, SEC, SEC enforcement, Securities enforcement, Securities regulation
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No Action Process—Letter from Five Investor Organizations to SEC Division of Corporate Finance
Via Hand Delivery September 19, 2019 Mr. William Hinman Director, Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 RE: Investor Concerns and Recommendations Regarding the Division’s No-Action Process Announcement of September 6, 2019 Dear Director Hinman, We are writing on behalf of our members to express major concerns […]
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Posted in Institutional Investors, Legislative & Regulatory Developments, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Accountability, Council of Institutional Investors, Institutional Investors, No-action letters, Retail investors, Rule 14a-8, SEC, SEC enforcement, SEC rulemaking, Securities regulation, Shareholder proposals, Transparency
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