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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
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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As Luck Would Have It: Executive Compensation at Energy Companies
Fortunes are made and lost every year as oil prices rise and fall, impacting the macroeconomy, the stock market, investment, and of course the value of oil and gas firms (Hamilton, 2009; Kilian and Park 2009; Baumeister and Kilian, 2016). What happens to the fortunes of the leaders of those oil and gas firms? In […]
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Posted in Academic Research, Boards of Directors, Empirical Research, Executive Compensation
Tagged Agency costs, Board independence, Boards of Directors, Compensation guidelines, Executive Compensation, Incentives, Management, Pay for performance, Rent-seeking, Shareholder value
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Saying So Long to State Court Securities Litigation
When Congress enacted the Securities Exchange Act of 1934, providing for federal regulation of securities traded on the public markets, it took the opportunity to consider conforming amendments to the sister statute regulating initial public offerings it had enacted the year before, the Securities Act of 1933. One such amendment would have done away with […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Class actions, Exchange Act, Federalism, IPOs, Jurisdiction, PSLRA, SEC, Section 10(b), Securities Act, Securities litigation, Securities regulation, State law
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Preventing the Destruction of Shareholder Value in M&A Transactions
The interests of shareholders are too often subjugated to those of interested parties. This circumstance has resulted in the transference of significant value from the rightful owners, the shareholders, to those unentitled. Institutional fund managers have undertaken commendable initiatives toward improving compliance with environmental, social and governance (“ESG”) principles at their investee companies but structural […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Mergers & Acquisitions, Practitioner Publications
Tagged Board independence, Board monitoring, Boards of Directors, Conflicts of interest, Engagement, Index funds, Institutional Investors, Mergers & acquisitions, Shareholder value, Shareholder voting
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US Corporate Governance: Turning Up the Heat
U.S. public companies face a wide array of challenges, from greater market volatility and increasing economic and geopolitical uncertainty to disruptive technologies, artificial intelligence, social media and cybersecurity incidents The new year also began with a shutdown of the federal government and a divided government, reflecting deep societal schisms on numerous and varied questions that […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Social Responsibility, Institutional Investors, Practitioner Publications
Tagged Board composition, Boards of Directors, Corporate culture, Corporate Social Responsibility, Cybersecurity, Disclosure, Engagement, ESG, Institutional Investors, Risk, Shareholder proposals
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Stablecoins
With the value of cryptocurrencies fluctuating on an almost daily basis, there has been an increased focus on creating a cryptoasset which can be transferred digitally but also crucially benefits from stability and trust. Such an asset is known in the industry as a “stablecoin”, and over recent months, this latest innovation has seen a […]
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Regarding the process of benchmarking executive compensation, the SEC has detailed requirements for companies to disclose their peer group companies with appropriate justification. Peer group analysis has become a key step to ensure competitive pay practice. However, selecting which companies to consider as “peers” can be a difficult process for many, especially for companies that […]
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Posted in Accounting & Disclosure, Executive Compensation, Practitioner Publications, Securities Regulation
Tagged Compensation disclosure, Executive Compensation, Pay for performance, Peer groups, Say on pay, SEC, Securities regulation
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Good Faith, Fair Dealing, and Exit Provisions
The Delaware Supreme Court recently overruled a Court of Chancery opinion that had relied on the covenant of good faith and fair dealing to allow the minority owners in a joint venture to force an exit transaction. In its opinion, the Delaware Supreme Court offered useful guidance for parties seeking to draft joint venture exit […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Private Equity, Securities Litigation & Enforcement
Tagged Covenants, Delaware cases, Delaware law, Duty of good faith, LLCs, Merger litigation, Mergers & acquisitions, Minority shareholders, Private equity
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