-
Supported By:
Subscribe or Follow
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
Merger Agreement Termination based on Plain Contract Language
[On March 14, 2019], the Delaware Court of Chancery found that a target company in an agreed merger properly terminated the merger agreement following the passage of the specified “end date” where the buyer failed to exercise its right under the agreement to extend the end date. See Vintage Rodeo Parent, LLC v. Rent-a-Center, Inc., […]
Click here to read the complete post
Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Acquisition agreements, Delaware cases, Delaware law, Discovery, Merger litigation, Mergers & acquisitions, Termination, Termination fees
Comments Off on Merger Agreement Termination based on Plain Contract Language
Review and Analysis of 2018 U.S. Shareholder Activism
On the surface, the 2018 activism data is largely consistent with 2017, but with an uptick in overall activity. The amount of capital invested in new activist positions in 2018 was up approximately $2.5 billion from 2017, and activists won more board seats in 2018 than in 2017, mostly through settlements. Although several well-known activists […]
Click here to read the complete postRussell 3000 Boards On Pace to Achieve Gender Parity by 2034
The Equilar Gender Diversity Index (GDI) has now increased for a fifth straight quarter. The percentage of women on Russell 3000 boards increased from 18.0% to 18.5% in Q4 2018. This acceleration once again moved the needle, pushing the GDI to 0.37, where 1.0 represents parity among men and women on corporate boards across the […]
Click here to read the complete post
Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Board composition, Board leadership, Boards of Directors, California, Diversity, Institutional Investors, Institutional voting, Proxy advisors, SB 826, State law, Surveys
Comments Off on Russell 3000 Boards On Pace to Achieve Gender Parity by 2034
Weekly Roundup: March 29-April 4, 2019
Director Onboarding and the Foundations of Respect Posted by David A. Katz and Laura McIntosh, Wachtell, Lipton, Rosen & Katz, on Friday, March 29, 2019 Tags: Board composition, Board dynamics, Board performance, Board turnover, Boards of Directors, Diversity, Outside directors Independent Directors: New Class of 2018 Posted by Steve W. Klemash, Jamie C. Smith, and Kellie C. Huennekens, EY Center for Board Matters, […]
Click here to read the complete post
Posted in Weekly Roundup
Tagged Weekly Roundup
Comments Off on Weekly Roundup: March 29-April 4, 2019
Governance and Performance in Emerging Markets
Investors, including IFC and other development finance institutions, increasingly look at governance as an indicator of firm quality and a factor in investment selection. There is a strong business case for linking sound corporate governance practices to better firm performance. This proposition is based on the view that companies adopting governance best practices make better […]
Click here to read the complete post
Posted in Accounting & Disclosure, Comparative Corporate Governance & Regulation, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Disclosure, Emerging markets, Firm performance, Governance standards, Institutional Investors, International governance, Risk oversight
Comments Off on Governance and Performance in Emerging Markets
Firms’ Rationales for CEO Duality: Evidence from a Mandatory Disclosure Regulation
The common practice of combining the roles of the CEO and chairman of the board (CEO duality) has been the topic of one of the longest debates in corporate governance. On the one side, a majority of S&P 500 firms combine the two roles. On the other side, investors and governance experts—via shareholder proposals and […]
Click here to read the complete post
Posted in Academic Research, Accounting & Disclosure, Boards of Directors, Empirical Research
Tagged Agency costs, Board independence, Board performance, Boards of Directors, Disclosure, Management, Market reaction, Regulation S-K, Shareholder value
Comments Off on Firms’ Rationales for CEO Duality: Evidence from a Mandatory Disclosure Regulation
The Shareholder Rights Directive II
The Hermes Shareholder Rights Directive survey was conducted to gauge levels of awareness and readiness for the amendment to the 2007 Shareholder Rights Directive coming into force in 2019. Research was conducted by Citigate Dewe Rogerson among its panel of European institutional investors, including asset owners and asset managers, during December 2018. A total of […]
Click here to read the complete post
Posted in Accounting & Disclosure, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Climate change, Disclosure, Environmental disclosure, ESG, EU, Europe, Germany, Institutional Investors, International governance, Italy, Netherlands, Shareholder rights, Spain, Surveys, Sustainability, UK
Comments Off on The Shareholder Rights Directive II
The Perils of Lyft’s Dual-Class Structure
Lyft, Inc. (“Lyft”) went public on March 29, 2019, with a dual-class structure in a well-subscribed IPO valuating it at over $23 billion. This post focuses on the governance costs and risks that Lyft’s public investors should expect to face down the road. Our analysis builds on our earlier research work on multiclass structures, including The […]
Click here to read the complete post
Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, HLS Research
Tagged Boards of Directors, Capital structure, Controlling shareholders, Dual-class stock, IPOs, Lyft, Management, Minority shareholders, Shareholder voting, Tech companies
Comments Off on The Perils of Lyft’s Dual-Class Structure
Driving Diversity and Inclusion—the Role for Chairs and CEOs
The case for diversity in corporate leadership has never been stronger. To learn more, Russell Reynolds Associates spoke to nearly 60 directors and senior executives at large global companies across 10 countries who have helped foster change in their organizations. They consistently emphasized the critical role that the chair and CEO play in driving diversity […]
Click here to read the complete post
Posted in Boards of Directors, Practitioner Publications
Tagged Board composition, Board dynamics, Board oversight, Board performance, Boards of Directors, Diversity, Management
Comments Off on Driving Diversity and Inclusion—the Role for Chairs and CEOs
Remarks at the 29th International Institute for Securities Market Growth and Development
Thank you, Erin [McCartney], for that warm introduction. Welcome to the SEC’s 29th Annual International Institute for Securities Market Growth and Development. Thank you for being our guests over the next two weeks. It is our honor to host 186 delegates from 69 countries this year. I know that many of you traveled long distances […]
Click here to read the complete post
Posted in International Corporate Governance & Regulation, Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Capital formation, Financial technology, International governance, Investor protection, SEC, SEC enforcement, Securities enforcement, Securities fraud, Securities regulation
Comments Off on Remarks at the 29th International Institute for Securities Market Growth and Development