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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
Critical Audit Matters—What to Expect
The January 2019 edition of On the board’s agenda—The 2019 boardroom agenda: Something old, something new? suggested that the coming change in audit reports related to “critical audit matters” or “CAMs” would be one of the top issues of board and audit committee focus this year. Audit reports for large accelerated filers will include a […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged Accounting, Audits, Boards of Directors, Disclosure, External auditors, Internal auditors, Oversight
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Entry Competition in Takeover Auctions
In our recent article titled, Entry and Competition in Takeover Auctions, just published in the Journal of Financial Economics, we investigate how the choice of sale mechanism affects fair value in corporate M&A transactions. In the past, negotiated sale prices were readily accepted as reliable evidence of a seller’s fair value (i.e., the highest reasonably-expected […]
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Posted in Comparative Corporate Governance & Regulation, Empirical Research, Mergers & Acquisitions
Tagged Appraisal rights, Bidders, Boards of Directors, Delaware law, Fairness review, Go-shop, Merger litigation, Mergers & acquisitions, Revlon, Shareholder suits
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Corporate Board Practices in the S&P 500 and Russell 3000: 2019 Edition
According to a new report by The Conference Board and ESG data analytics firm ESGAUGE, in their 2018 SEC filings 50 percent of Russell 3000 companies and 43 percent of S&P 500 companies disclosed no change in the composition of their board of directors. More specifically, they neither added a new member to the board […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Board composition, Board dynamics, Board tenure, Boards of Directors, Director qualifications, ESG, Proxy access, Shareholder voting, Staggered boards
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Update on U.S. Director Pay
In recent years, non-executive director compensation has received attention in the U.S. Increased board workloads, shifts in director compensation structure (away from meeting fees and towards slightly larger base retainers, for instance), a few instances of shareholder litigation in relation to excessive director pay, and a few voluntary submissions of management proposals asking for shareholder […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Executive Compensation, Practitioner Publications
Tagged Boards of Directors, Director compensation, Equity-based compensation, Executive Compensation, Incentives, Long-Term value, Ownership, Pay for performance, Peer groups, Surveys
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Coordinating Governance and Stewardship Between Institutional Investors and Asset Managers
The decision by Vanguard to grant proxy voting responsibilities to the external managers of certain Vanguard funds is a road map for the stewardship and proxy voting relationship between institutional investors, such as pension funds and endowments, and the external asset managers they employ. In announcing its decision, Vanguard said: We believe proxy voting is a […]
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Posted in Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Asset management, Fund managers, Institutional Investors, Long-Term value, Proxy voting, Shareholder activism, Shareholder value, Stewardship, Vanguard
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Stress Testing the Banking Agencies
One of the major regulatory innovations that has emerged over the decade following the financial crisis is the development of regulatory stress tests for large financial institutions. Within the past few years, however, the role of stress tests has come under attack from a wave of reforms which call for the current programs to be […]
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Posted in Academic Research, Banking & Financial Institutions, Financial Regulation
Tagged Banks, Dodd-Frank Act, Financial institutions, Financial regulation, Liquidity, Stress tests, Systemic risk
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Delaware M&A Appraisal After DFC, Dell and Aruba
With its April 16, 2019 opinion in Verition Partners Master Fund Ltd. v Aruba Networks, Inc., and following its late 2017 decisions in DFC Global and Dell, the Delaware Supreme Court has completed a trio of decisions that are likely to reshape the law and practice of public company merger appraisal in Delaware. In each […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Appraisal rights, Arbitrage, Delaware cases, Delaware law, Fair values, In re Appraisal of Dell, Merger litigation, Mergers & acquisitions
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Operating Principles for Impact Management
Making History On April 12, 2019, 60 global investors came together to adopt and launch the Operating Principles for Impact Management—a market standard for impact investing in which investors seek to generate positive impact for society alongside financial returns in a disciplined and transparent way. These investors collectively hold over $350 billion in assets invested […]
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Active ownership means working to bring about real, positive change to create sustainable value for our clients. Our annual Corporate Governance report details how we achieved this in 2018. “There is now even more interest from clients, regulators and governments in corporate stewardship.” —Sacha Sadan, Director of Corporate Governance
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Corporate Social Responsibility, Executive Compensation, Practitioner Publications
Tagged Boards of Directors, Climate change, Corporate Social Responsibility, ESG, Executive Compensation, Index funds, Pay for performance, Shareholder rights, Shareholder value, Shareholder voting, Sustainability
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Statement on Financial Disclosure
Let me begin by thanking the Staff in the Division of Corporation Finance, including Division Director Bill Hinman, for their hard work in developing today’s release and for helpful briefings throughout this process. Today’s proposal governs the financial information firms give investors relating to mergers and acquisitions, among other things. The proposal provides several necessary […]
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Posted in Accounting & Disclosure, Mergers & Acquisitions, Practitioner Publications, Securities Regulation
Tagged Accountability, Acquisition premiums, Disclosure, Financial reporting, Long-Term value, Mergers & acquisitions, Private benefits of control, SEC, Securities regulation, Shareholder value, Transparency
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