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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
The Future of Shareholder Activism
Two major developments are shaping modern capital markets. The first development is the dramatic increase in the size and influence of institutional investors, mostly mutual funds. Institutional investors today collectively own 70-80% of the entire U.S. capital market, and a small number of fund managers hold significant stakes at each public company. The second development […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Institutional Investors
Tagged Asset management, Boards of Directors, Capital markets, Engagement, Fund managers, Hedge funds, Incentives, Institutional Investors, Mutual funds, Proxy fights, Shareholder activism, Stewardship
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A Look inside H.R. 2534: Insider Trading Prohibition Act
Last month, Representative Jim Himes (D-Conn) and his co-sponsors, Representatives Carolyn B. Maloney (D-NY) and Denny Heck (D-WA), introduced H.R. 2534: The Insider Trading Prohibition Act. Unlike its substantially similar predecessor, H.R. 1625, which was introduced by Representative Himes on March 25, 2015, H.R. 2534 has gained some momentum in the U.S. House of Representatives, […]
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Posted in Legislative & Regulatory Developments, Practitioner Publications, Securities Litigation & Enforcement
Tagged Insider trading, Liability standards, Rule 10b-5, SEC, SEC enforcement, Section 10(b), Securities enforcement, US House
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The Importance of Climate Risks for Institutional Investors
Climate risks have potentially large effects on investors’ portfolio companies. Some companies face direct costs related to changes in the climate, originating from extreme weather events or a general rise in sea levels. Other companies can be negatively affected from policies and regulations implemented to combat climate change. Technological innovations related to climate change also […]
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Posted in Academic Research, Accounting & Disclosure, Institutional Investors
Tagged Climate change, Disclosure, Engagement, Environmental disclosure, ESG, Institutional Investors, Risk disclosure, Risk management, Surveys
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What Happened at the Corp Fin Roundtable on Short-Termism?
Corp Fin has recently focused on the issue of corporate reporting and short-termism. At the end of last year, the SEC posted a “request for comment soliciting input on the nature, content, and timing of earnings releases and quarterly reports made by reporting companies.” (See this PubCo post.) Following up, Corp Fin then organized a […]
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Posted in Accounting & Disclosure, Institutional Investors, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Accounting, Commonsense Principles, Drag-along rights, Financial reporting, Institutional Investors, Long-Term value, R&D, Repurchases, Securities regulation, Short-termism
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Under Pressure: Directors in an Era of Shareholder Primacy
The job of the public company director has never been as challenging as it is in 2019. Today’s directors must execute their core duties while juggling a cacophony of often competing voices: activist investors; increasingly vocal “traditional” owners; index and pension funds wielding the power of their vote; shareholders demanding action on environmental, social and […]
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Posted in Boards of Directors, Institutional Investors, Practitioner Publications
Tagged Board dynamics, Boards of Directors, Engagement, Executive Compensation, Index funds, Institutional Investors, Say on pay, Shareholder voting
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How Much Do Directors Influence Firm Value?
Every company has a board of directors. Debates rage over whether they do their job; what is the ideal mix of insiders and outsiders, men and women, management and labor; and whether directors are too busy or whether busyness is an outcome of quality. But until now, we have not even been able to answer […]
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Posted in Academic Research, Boards of Directors, Empirical Research
Tagged Board dynamics, Board performance, Boards of Directors, Firm valuation, Market efficiency, Market reaction, Shareholder value, Social networks
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First Successful Use of a Universal Proxy Card for a Control Slate in the United States
On July 10, 2019, shareholders at EQT Corporation (“EQT” or the “Company”) overwhelmingly voted for a control slate of directors nominated by a shareholder group led by Toby Z. Rice, Derek Rice, Will Jordan and Kyle Derham (the “Rice Team”). Interestingly, this proxy contest involved the use of a universal ballot, a first in the […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications
Tagged Boards of Directors, Proxy contests, Securities regulation, Shareholder nominations, Shareholder voting, Universal proxy ballots
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A Banner Proxy Season for Political Disclosure and Accountability
Support for corporate disclosure and accountability reached new highs in the just concluded 2019 proxy season. This was demonstrated in the number of companies agreeing to disclosure and board oversight over the full range of their political spending and in the surge in shareholder support for the Center for Political Accountability’s model resolution. All of […]
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Posted in Accounting & Disclosure, Corporate Social Responsibility, Practitioner Publications
Tagged Accountability, Boards of Directors, Charitable spending, Corporate Social Responsibility, Disclosure, Engagement, Political spending, Securities regulation, Transparency
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Amendments to the Accelerated Filer and Large Filer Definitions
We appreciate the opportunity to comment on the Securities and Exchange Commission’s (the “Commission”) proposed Amendments to the Accelerated Filer and Large Accelerated Filer Definitions. Herein we provide comments and analysis relating primarily to the Request for Comments in Sections II.E and III.D of the proposed Amendments (“Proposal”). Our comments relate to the provisions of […]
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