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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
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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2019 Institutional Investor Survey
Morrow Sodali’s fourth annual Institutional Investor Survey confirms that 2019 will be another year of transformative change in relations between companies and their shareholders. Survey results reveal that investors continue to dig deeper into the inner workings of portfolio companies. Investors aspire to engage with boards of directors regularly throughout the year, not just during […]
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Posted in Accounting & Disclosure, Boards of Directors, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Climate change, Disclosure, Engagement, ESG, Executive Compensation, Institutional Investors, Shareholder activism, Surveys, Sustainability
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2019 Proxy Season Preview
Institutional investors tell us they want boards to help set the tone at the top for diversity and culture and better articulate how the company is investing in talent and transformation. They want to understand how companies are integrating business-relevant environmental and social considerations into a sustainable strategy that creates long-term value for a wide […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Board composition, Boards of Directors, Climate change, Diversity, Engagement, Environmental disclosure, ESG, Human capital, Proxy season, Risk, Shareholder proposals, Shareholder voting, Sustainability
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Successor CEOs
Recent years have seen a push towards the separation of the roles of CEO and chairperson of the board. While many companies still maintain a combined CEO-Chair role, a majority of the S&P 1500 companies has separated the roles, and investors consistently express their concern that the dual CEO-Chair position jeopardizes the independence and effectiveness […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Empirical Research
Tagged Board independence, Board turnover, Boards of Directors, Director tenure, Management, Non-executive chairman, Succession
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