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HLS Faculty & Senior Fellows
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
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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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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