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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
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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Purpose, Culture and Long-Term Value—Not Just a Headline
Key Takeaways Recent letters from two of the world’s largest long-term “passive” investors provide a powerful counterpoint to the seemingly never-ending short-term oriented agitation from activist hedge funds. These long-term investors believe that purpose and profit are “inextricably linked” and seek to elevate “value” (not “values”) in support of long-termism over short-termism. Index fund managers […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Engagement, Environmental disclosure, ESG, Fund managers, Index funds, Institutional Investors, Institutional voting, Long-Term value, Shareholder activism, Shareholder value, Short-termism, Sustainability
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The Board and ESG
Discussions of environmental, social, and governance (ESG) matters have taken hold in mainstream media, government bodies, coffee shops, the food industry, clothing manufacturers, and boardrooms. With such high stakes, this is an area that organizations, and their boards, cannot afford to get wrong. As overseers of risk and stewards of long-term enterprise value, board members […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged Boards of Directors, Engagement, Environmental disclosure, ESG, Long-Term value, Management, Reporting regulation, Reputation, Stakeholders, Sustainability, Transparency
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Common Ownership in America: 1980-2017
The classic profit-maximizing model of the publicly-traded firm has underpinned every aspect of economics for a century, from antitrust and regulation to theories of taxes and trade. According to this model, a public firm’s shareholders hire the management to maximize the firm’s profits, and thereby maximize the value of those shares. Trends emerging in the […]
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Posted in Academic Research, Empirical Research, Institutional Investors, Securities Regulation
Tagged Antitrust, Asset management, Index funds, Institutional Investors, Ownership, Securities regulation, Shared ownership, Tunneling
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D.C. Speaks Up: A Push for Board Diversity from the SEC and Congress
On February 6, 2019, the SEC Staff issued a new interpretation relating to director qualifications and diversity which could impact proxy statement disclosures for the upcoming proxy season, and potentially D&O questionnaires as well. On the same day, companion bills were introduced into both the U.S. House of Representatives and Senate that would require every […]
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Posted in Accounting & Disclosure, Boards of Directors, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Board composition, Boards of Directors, Disclosure, Diversity, SEC, SEC rulemaking, Securities regulation, US House, US Senate
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Corporate Governance in Emerging Markets
Analyzing corporate governance at companies in emerging markets can be really tough. A combination of differing regulatory standards, disclosure requirements, market norms, local investor preferences, and more all collude to make the evaluation of governance structures difficult. Giving credit where due, emerging market economies have made significant corporate governance strides over the past decade, as […]
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Posted in Accounting & Disclosure, Boards of Directors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Board composition, Board monitoring, Boards of Directors, Disclosure, Diversity, Emerging markets, ESG, Firm performance, International governance, Ownership, Ownership structure
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CEO Pay Mix Changes Following Say on Pay Failures
In response to the 2008 financial crisis, U.S. legislation was passed in the form of the Dodd-Frank Act to bring some changes in the corporate environment. Say on Pay, which gives shareholders the right to vote on the remuneration of executives, addressed the issue of excessive CEO pay and was meant to give shareholders a […]
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Posted in Corporate Elections & Voting, Executive Compensation, Practitioner Publications
Tagged Equity-based compensation, Executive Compensation, Executive performance, Management, Say on pay, Shareholder voting
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The Division of Corporation Finance’s Response to Mandatory Arbitration Proposal
The issue of mandatory arbitration bylaws is a hot potato—and a partisan one at that (with Rs tending to favor and Ds tending to oppose). And in this no-action letter issued yesterday to Johnson & Johnson—granting relief to the company if it relied on Rule 14a-8(i)(2) (violation of law) to exclude a shareholder proposal requesting adoption […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Arbitration, Charter & bylaws, Class actions, Delaware law, Forum selection, New Jersey, Rule 10b-5, Rule 14a-8, SEC, Securities litigation, Securities regulation, Shareholder proposals, State law
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