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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
A Touch of Class: Investors Can Take or Leave Classified Boards
Classified or staggered boards may be the norm in some markets, but they are generally not seen as part of corporate governance best practice. In the US, in particular, the tide of opinion is turning against them. Their opponents argue that, by only putting a part of the board up for re-election each year, they […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Board declassification, Boards of Directors, Classified boards, Entrenchment, Institutional Investors, Shareholder proposals, Shareholder voting
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Firms’ Innovation Strategy under the Shadow of Analyst Coverage
Long-term growth in profits depends significantly on firms’ investment in innovation activities. However, firms may not invest in innovation in an optimal way. Some distortions arise because the decisions as to whether and how to invest in innovation are not only affected by their long-term expected benefits but also by other considerations. Among the factors […]
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Posted in Academic Research, Empirical Research, Mergers & Acquisitions
Tagged Analyst forecasts, Incentives, Information asymmetries, Information environment, Innovation, Management, Mergers & acquisitions, R&D, Stock analysts
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Guidance on Books-and-Records Inspection Rights
The Delaware Supreme Court this week offered important guidance on stockholders’ rights to inspect corporate books and records. KT4 Partners LLC v. Palantir Techs., Inc., No. 281, 2018 (Del. Jan. 29, 2019). The case involved a stockholder’s demand under Section 220 of the Delaware General Corporation Law to obtain documents to investigate suspected wrongdoing by Palantir’s board. The […]
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Posted in Boards of Directors, Court Cases, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Boards of Directors, Books and records, Delaware cases, Delaware law, DGCL, DGCL Section 220, Forum selection, Securities litigation, Shareholder suits
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Public Letter following SEC Proxy Process Roundtable
We, the undersigned publicly traded companies, want to thank you for conducting the Roundtable on the Proxy Process on November 15, 2018. The U.S. proxy process is critical to public company governance, and we appreciate the Commission’s recognition that areas within the process need to be reformed. These issues have real effects on the economy, […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Conflicts of interest, Engagement, Institutional Investors, Proxy advisors, Proxy voting, SEC, SEC rulemaking, Securities regulation, Shareholder communications, Shareholder proposals, Shareholder voting, Transparency
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Is There a First-Drafter Advantage in M&A?
Does the party that provides the first draft of a merger agreement get better terms as a result? There is considerable lore among transactional lawyers on this question, yet it has never been examined empirically. In a recent article, Is There a First-Drafter Advantage in M&A?, we develop a novel dataset of drafting practices in […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, Mergers & Acquisitions
Tagged 401(k), Adverse effects, Agency costs, Contracts, Efficiency, Go-shop, Merger litigation, Mergers & acquisitions, Termination fees
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The Road Ahead for Shareholder Activism
Notwithstanding that shareholder activist funds themselves continue to have below-market returns, shareholder activism continues to expand and intensify. While many commentators have cited 2018 as a “record year” for activism in terms of number of campaigns, capital deployed, number of activists involved, first-time activists, and board seats obtained, the growth of activism from 2017 to […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Asset management, Boards of Directors, E.U. Fund Manager Directive, Earnings management, Engagement, ESG, F&C Management, Fund managers, Hedge funds, Institutional Investors, Management, Mergers & acquisitions, Proxy contests, Shareholder activism, Shareholder voting
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Statement on Shareholder Proposals Seeking to Require Mandatory Arbitration Bylaw Provisions
The issue of mandatory arbitration provisions in the bylaws of U.S. publicly-listed companies has garnered a great deal of attention. As I have previously stated, the ability of domestic, publicly-listed companies to require shareholders to arbitrate claims against them arising under the federal securities laws is a complex matter that requires careful consideration. On various […]
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Posted in Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation
Tagged Arbitration, Charter & bylaws, New Jersey, No-action letters, Rule 14a-8, SEC enforcement, Securities enforcement, Securities litigation, Securities regulation, Shareholder proposals, State law
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Corporate Sustainability: A Strategy?
In recent years, a growing number of companies around the world voluntarily adopt and implement a broad range of sustainability practices across the environmental, social and governance (ESG) domains. In doing so, they try to integrate sustainability into their strategy, business models, and organizational processes and structures (Eccles, Ioannou and Serafeim, 2014). In fact, the […]
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Posted in Academic Research, Accounting & Disclosure, Corporate Social Responsibility, Empirical Research
Tagged Corporate Social Responsibility, ESG, Firm performance, Long-Term value, Sustainability
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It’s Time to Adopt the New Paradigm
Capitalism is at an inflection point. For the past 50 years, corporate law and policy has been misguided by Nobel Laureate Milton Friedman’s ex-cathedra doctrinal announcement that the sole purpose of business is to maximize profits for shareholders. Corporations have also been faced with technological disruption, globalization and the rise of China, capital markets dominated […]
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Posted in Boards of Directors, Corporate Elections & Voting, Corporate Social Responsibility, Institutional Investors, Practitioner Publications
Tagged Asset management, Boards of Directors, Corporate culture, Corporate Social Responsibility, Engagement, Long-Term value, Management, Shareholder activism, Shareholder voting, Short-termism, Stakeholders, Stewardship
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Towards Accountable Capitalism: Remaking Corporate Law Through Stakeholder Governance
Corporations today operate according to a model of corporate governance known as “shareholder primacy.” This theory claims that the purpose of a corporation is to generate returns for shareholders, and that decision-making should be focused on a singular goal: maximizing shareholder value. This single-minded focus—which often comes at the expense of investments in workers, innovation, […]
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Posted in Accounting & Disclosure, Comparative Corporate Governance & Regulation, Corporate Social Responsibility, International Corporate Governance & Regulation, Practitioner Publications, Securities Regulation
Tagged Accountability, Bank boards, Benefit corporation, Corporate Social Responsibility, International governance, Management, Securities regulation, Shareholder primacy, Shareholder value, Short-termism, Stakeholders, State law
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