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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
Director Nominations and Overbroad Questionnaires
On June 27, 2019, the Delaware Chancery Court entered an injunction requiring the boards of trustees (the “Boards”) of two closed-end investment funds (the “Funds”) to count the votes in favor of director candidates nominated by shareholder Saba Capital at the annual meetings scheduled for July 8, 2019. In the case captioned Saba Capital Master Fund, […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Court Cases, Institutional Investors, Practitioner Publications
Tagged Advanced notice, Boards of Directors, Charter & bylaws, Delaware cases, Delaware law, Hedge funds, Institutional Investors, Proxy contests, Shareholder activism, Shareholder nominations, Shareholder rights, Shareholder voting
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The Test of Time: Adapting to a New Era of Executive Compensation
Since the passage of Dodd-Frank in 2010, there have been a number of regulations around executive compensation and performance that have left a tremendous influence on executive pay plans. The ever-evolving world of executive compensation oftentimes puts companies in a precarious predicament as decisions on pay could have an ample impact across an entire organization. […]
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Posted in Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Executive Compensation, Executive turnover, Incentives, Institutional Investors, Management, Pay for performance, Pension funds, Say on pay
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Increased Shareholder Activism at Banking Organizations?
On April 23, 2019, the Federal Reserve Board (the “FRB”) invited public comment on a proposal to revise the FRB’s rules for determining whether an entity controls a bank or bank holding company (“banking organization”) for purposes of the Bank Holding Company Act of 1956, as amended (the “Act”). The proposal is intended to clarify, […]
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Posted in Banking & Financial Institutions, Boards of Directors, Financial Regulation, Institutional Investors, Practitioner Publications
Tagged Banks, Boards of Directors, Controlling shareholders, Council of Institutional Investors, Federal Reserve, Financial institutions, Financial regulation, Proxy contests, Shareholder activism, Shareholder voting
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EVA as a Performance Measure in Executive Incentive Plans
Economic Value Added (EVA) is a measure of a business enterprise’s economic performance based on what is added to that enterprise’s value by its operating earnings (net of tax) reduced by the enterprise’s “capital costs.” The concept of EVA was introduced in the 1980s by the management consulting firm of Stern Stewart & Co. That […]
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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Accounting, Executive Compensation, Firm performance, Incentives, Institutional Investors, ISS, Pay for performance, Proxy advisors, Shareholder value, Shareholder voting
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Shareholders and Stakeholders Around the World: The Role of Values, Culture, and Law in Directors’ Decisions
Controversies over the right way to handle shareholder and stakeholder relations have never been deeper despite decades of debate. In recent work, Nobel laureate Oliver Hart discusses whether, and should, “the board of directors of a public company [has] a legal duty to maximize shareholder value?” In mid-2016, The Wall Street Journal ran a story […]
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Posted in Academic Research, Boards of Directors, Corporate Social Responsibility
Tagged Boards of Directors, Corporate culture, Corporate Social Responsibility, ESG, Management, Managerial style, Shareholder primacy, Shareholder value, Social capital, Social contract, Social policies, Stakeholders
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Weekly Roundup: July 5–11
2019 Midyear M&A Trends Posted by Stephen F. Arcano, Christopher M. Barlow, and Allison R. Schneirov, Skadden, Arps, Slate, Meagher & Flom LLP, on Friday, July 5, 2019 Tags: Antitrust, CFIUS, Cross-border transactions, DOJ, FTC, Hart-Scott-Rodino Act, Mergers & acquisitions, Private equity, Securities litigation, Shareholder activism Uber vs. Lyft: Who’s at the Wheel? Posted by Ric Marshall, MSCI Inc., on Friday, July 5, 2019 Tags: Boards of Directors, Controlling […]
Click here to read the complete postMens Rea for Investment Advisers Act Violations
On April 30, 2019, the United States Court of Appeals for the District of Columbia Circuit issued its decision in The Robare Group, Ltd., et al. v. Securities and Exchange Commission. The court’s ruling upheld the Securities and Exchange Commission’s (the Commission’s or the SEC’s) holding that the defendants violated Section 206(2) of the Investment […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Fiduciary duties, Investment Advisers Act, SEC, SEC enforcement, Securities enforcement, Securities regulation, U.S. federal courts
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Opt-In Stewardship: Toward an Optimal Delegation of Mutual Fund Voting Authority
Corporate ownership in the U.S. has been re-institutionalized. Individual investors are now much less likely than they once were to hold shares of corporations directly. Instead, individuals now typically invest through mutual funds, especially index funds. As a result, mutual funds now own about one-third of the total U.S. stock market, and the “Big Three” […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Institutional Investors, Mergers & Acquisitions
Tagged ESG, Fiduciary duties, Index funds, Institutional Investors, Institutional voting, Mergers & acquisitions, Proxy voting, SEC, Shareholder activism, Shareholder proposals, Shareholder voting, Stewardship
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Bad Faith Monitoring on Food Safety Issues
In a decision issued [June 19, 2019] in Marchand v. Barnhill et al., No. 533, 2018 (Del. June 19, 2019), the Delaware Supreme Court reversed the dismissal of a stockholder derivative lawsuit against the members of the board of directors and two officers of Blue Bell Creameries USA, Inc., a leading manufacturer of ice cream […]
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Posted in Accounting & Disclosure, Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Board monitoring, Board oversight, Boards of Directors, Derivative suits, Director liability, Liability standards, Securities litigation, Shareholder suits
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