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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
Weekly Roundup: January 25-31, 2019
Should Corporations Step Into the Governmental Vacuum? Posted by Cydney Posner, Cooley LLP, on Friday, January 25, 2019 Tags: BlackRock, Corporate Social Responsibility, ESG, Institutional Investors, Long-Term value, Management, Shareholder value, Stakeholders, Stewardship Dealing with Activist Hedge Funds and Other Activist Investors Posted by Martin Lipton, Wachtell, Lipton, Rosen & Katz, on Friday, January 25, 2019 Tags: Board communication, Boards of Directors, Engagement, Hedge funds, Institutional Investors, Investor relations officers, New Paradigm, Proxy voting, Public […]
Click here to read the complete postBlackRock Investment Stewardship Engagement Priorities for 2019
BlackRock, as a fiduciary investor, undertakes all investment stewardship engagements and proxy voting with the goal of protecting and enhancing the long-term value of our clients’ assets. In our experience, sustainable financial performance and value creation are enhanced by sound governance practices, including risk management oversight and board accountability. 2019 Engagement Priorities We are committed […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged BlackRock, Capital allocation, Engagement, Environmental disclosure, ESG, Executive Compensation, Human capital, Index funds, Long-Term value, Stewardship
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Deregulating Wall Street
When a large part of the financial sector is funded with fragile, short-term debt and is hit by a common shock to its long-term assets, there can be en masse failures of financial firms and disruption of intermediation to households and firms. Such disruptions became particularly intense in the fall and winter of 2008–2009, following […]
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Posted in Academic Research, Banking & Financial Institutions, Empirical Research, Financial Crisis, Financial Regulation
Tagged Banks, Capital markets, Capital requirements, CHOICE Act, Council of Institutional Investors, Deregulation, Dodd-Frank Act, Financial crisis, Liquidity, Risk, Risk management, Systemic risk, Volcker Rule
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The Long View: US Proxy Voting Trends on E&S Issues from 2000 to 2018
Appearances can be very deceiving. Case in point: The high-level summary numbers of voting results over the last nineteen years seem to indicate that little has changed regarding proxy voting behavior among investors owning U.S. companies. A simple analysis of median vote support levels for management and shareholder proposals seems to reveal stasis—support levels remain […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, Corporate Social Responsibility, Institutional Investors, Practitioner Publications
Tagged Climate change, Corporate Social Responsibility, Environmental disclosure, ESG, Institutional Investors, Proxy advisors, Proxy voting, Shareholder proposals, Shareholder voting, Stewardship, Sustainability
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Board Evaluation Disclosure
Strengthening board effectiveness is a high priority for many companies and their shareholders. Whether independently or with the help of outside advisors, many boards regularly conduct evaluations to assess their strengths and identify areas for improvement. Robust evaluation processes provide an important conduit for change as companies require new skills, perspectives and strategies over time. […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged Board independence, Board oversight, Board performance, Board turnover, Boards of Directors, Disclosure, Succession
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Corporations are People Too (And They Should Act Like It)
The question of constitutional rights for corporations has bedeviled judges and scholars for over 200 years. The question seems to arise every generation or so, and we are in the midst of another burst of attention on the issue. Cases such as Citizens United v Federal Election Comm’n (corporations can spend unlimited amounts in elections), […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Corporate Social Responsibility
Tagged Citizens United v. FEC, Corporate forms, Corporate governance, Corporate Social Responsibility, Corporate veil, Disclosure, ESG, Political spending
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Cross-Border M&A—2019 Checklist for Successful Acquisitions in the United States
M&A in 2018 began with a bang, with more than $350 billion of deals in January 2018—a January level not seen since 2000—and much chatter that M&A volume for the year could hit an all-time record. As it turned out, 2018 was a tale of two cities, with M&A continuing at a torrid pace during […]
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Posted in International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications, Securities Regulation
Tagged Antitrust, CFIUS, Cross-border transactions, Disclosure, Distressed companies, International governance, Merger litigation, Mergers & acquisitions, SEC, Securities regulation, Taxation
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Shareholder Activism in Germany
Once an exception, activist investors have proven that shareholder activism can thrive in Germany. An increasing number of foreign and domestic activists have been shaking up German boardrooms over the last years. Even though there has been a decline of activist campaigns in 2018 (11 as of December 2018 compared to 20 in 2017 and […]
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Posted in Boards of Directors, Corporate Elections & Voting, International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Engagement, Germany, International governance, Management, Mergers & acquisitions, Minority shareholders, Proxy contests, Proxy voting, Shareholder activism, Shareholder proposals, Shareholder voting
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Family Firms and the Stock Market Performance of Acquisitions and Divestitures
Family firms are a widely prevalent form of ownership, accounting for anywhere from a third to a half of public and private companies in the United States and around the world. Investors often ascribe higher valuations to family firms than to non-family firms, especially when founders serve as CEOs, in part due to expectations that […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research, Mergers & Acquisitions
Tagged Acquisitions, Agency costs, Divestitures, Family firms, Firm performance, Mergers & acquisitions, Shareholder value, Stock performance
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Updated Hedging Disclosure Rules
The Securities and Exchange Commission (SEC) has adopted final rules that will require companies to disclose any practices or policies regarding the ability of employees and directors to engage in certain hedging transactions with respect to a company’s equity securities. The final rules will apply to proxy statements and information statements for the election of directors during fiscal […]
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Posted in Accounting & Disclosure, Boards of Directors, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Compliance and disclosure interpretation, Disclosure, Dodd-Frank Act, Filings, Hedging, Regulation S-K, Reporting regulation, SEC, SEC rulemaking, Securities regulation
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