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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
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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A Capitalist’s Solution to the Problem of Excessive Buybacks
We may not need a government solution to the issue of excessive corporate stock buybacks. We most certainly do not need the solution proposed by Senators Chuck Schumer and Bernie Sanders, requiring companies to adopt minimum wage requirements for hourly workers before buying back stock. What we need is a capitalist solution, removing misaligned incentives, […]
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Posted in Boards of Directors, Executive Compensation, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Executive Compensation, Incentives, Innovation, Long-Term value, Moral hazard, R&D, Repurchases, Shareholder value, Stock performance, US Senate
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Go-Shops Revisited
Until approximately 2005, the traditional sale process for U.S. public companies involved a broad market canvass and a merger agreement with the winning bidder, followed by a “no shop” obligation for the seller between the signing and the closing of the merger. In the mid-2000s, however, the introduction of the “go-shop” technology turned this standard […]
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Posted in Academic Research, Empirical Research, HLS Research, Mergers & Acquisitions, Private Equity
Tagged Appraisal rights, Bidders, Conflicts of interest, Deal protection, Go-shop, Management, Mergers & acquisitions, Private equity, Shareholder value, Termination fees
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Weekly Roundup: February 15-21, 2019
Books and Records Access for Terminated Directors Posted by Gail Weinstein, Brian T. Mangino, and Randi Lally, Fried, Frank, Harris, Shriver & Jacobson LLP, on Friday, February 15, 2019 Tags: Boards of Directors, Books and records, Delaware cases, Delaware law, DGCL Section 220, Fiduciary duties, Management, Misconduct, Ousting directors, Reputation, Securities litigation Board Diversity by U.S. Region Posted by Brianna Ang, Equilar, Inc., on Saturday, February 16, 2019 […]
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