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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
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino
- Steven J. Williams
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
The Director-Shareholder Engagement Guidebook
When you hear the phrase “shareholder engagement” we want you to think “shareholder trust.” Gaining the trust of your shareholders doesn’t happen overnight. It grows slowly through an ongoing commitment to transparency and openness. As the elected representatives of shareholders, it is critical that independent directors not only participate in shareholder engagement but assume a leadership […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Board communication, Board oversight, Boards of Directors, Engagement, Institutional Investors, Proxy advisors, Risk management, Shareholder activism, Shareholder voting
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Rise of the Shadow ESG Regulators
Federal securities law is grounded in the principle of disclosure; however, many have found wanting the prevailing disclosure requirements for the social and environmental impacts of public corporations. The sustainability practices of business might be better regulated if companies reported about them with greater care. But U.S. public companies spend less time communicating with investors […]
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Posted in Academic Research, Accounting & Disclosure, Institutional Investors
Tagged Asset management, Disclosure, Environmental disclosure, ESG, Fiduciary duties, Institutional Investors, Risk, SASB, Shareholder value, Sustainability
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Appraisal Litigation in Delaware: Trends in Petitions and Opinions (2006-2018)
Last year saw a drop in the number of appraisal petitions filed in the Delaware Court of Chancery. After steadily rising since 2009 and peaking at 76 in 2016, the number of appraisal petitions filed by shareholders declined to only 26 in 2018. For the 34 appraisal cases that ultimately went to trial between 2006 […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Appraisal rights, Delaware cases, Delaware law, DGCL, DGCL Section 262, Fair values, Fairness review, Firm valuation, Merger litigation, Mergers & acquisitions
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Weekly Roundup: February 22-28, 2019
Go-Shops Revisited Posted by Guhan Subramanian (Harvard Business School) and Annie Zhao (Harvard Business School), on Friday, February 22, 2019 Tags: Appraisal rights, Bidders, Conflicts of interest, Deal protection, Go-shop, Management, Mergers & acquisitions, Private equity, Shareholder value, Termination fees A Capitalist’s Solution to the Problem of Excessive Buybacks Posted by Nell Minow, ValueEdge Advisors, on Friday, February 22, 2019 Tags: Boards of Directors, Executive Compensation, Incentives, Innovation, Long-Term value, Moral hazard, R&D, Repurchases, Shareholder value, Stock […]
Click here to read the complete postFrequently Overlooked Disclosure Items in Annual Proxy Statements
In preparing the annual proxy statement, much care and attention is appropriately given to discussion of the company’s performance highlights, utilization of governance “best practices,” key compensation program developments, and other matters that are likely to draw investor attention and scrutiny. However, it is important not to forget that the annual proxy statement is also […]
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Posted in Accounting & Disclosure, Executive Compensation, Practitioner Publications, Securities Regulation
Tagged Accounting standards, Boards of Directors, Disclosure, Executive Compensation, GAAP, Management, Pay for performance, Proxy disclosure, Securities regulation
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Synthesizing the Messages from BlackRock, State Street, and T. Rowe Price
It has become customary, over the last few years, for companies and other stakeholders to await annual letters from large institutional investors that provide insight into investor views about companies’ long-term strategy, messaging, goals and shareholder engagement, among other topics. BlackRock and State Street recently released their letters, and shared similar views: BlackRock reiterated its […]
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Posted in Accounting & Disclosure, Boards of Directors, Institutional Investors, Practitioner Publications
Tagged Asset management, BlackRock, Boards of Directors, Corporate culture, Engagement, ESG, Index funds, Institutional Investors
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Trends in Shareholder Activism
The Big Picture A brief glance at activism in 2018 shows that, after a brief dip in 2017, things are back on track. The number of companies publicly targeted hit record highs in the U.S., Canada, Japan, Australia, and the U.K. Non-U.S. targets made up a record haul of 47%, passing 400 for the first […]
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Posted in Boards of Directors, Corporate Elections & Voting, International Corporate Governance & Regulation, Practitioner Publications, Private Equity
Tagged Boards of Directors, Diversity, Engagement, Europe, Hedge funds, Private equity, Proxy contests, Shareholder activism, Shareholder suits, Surveys, Target firms
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Non-Answers During Conference Calls
“Sunlight is the best disinfectant.” — Justice Louis D. Brandeis Disclosure of information has long been a key element of corporate governance. While much disclosure is governed by laws, regulations, standards and the like, much of the information investors rely on is provided voluntarily by firms. Since Regulation Fair Disclosure was introduced by the United […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research
Tagged Behavioral finance, Capital formation, Disclosure, Distressed companies, Earnings announcements, Forecasting, Information environment, Management, Securities regulation, Shareholder communications, Transparency
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Comment Letter Regarding Mandatory Arbitration Bylaw Proposal at Johnson & Johnson
I am writing on behalf of the Council of Institutional Investors (CII). CII is a nonprofit, nonpartisan association of public, corporate and union employee benefit funds, other employee benefit plans, state and local entities charged with investing public assets, and foundations and endowments with combined assets under management exceeding $4 trillion. Our member funds include […]
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