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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
Corporate Governance Failures and Interim CEOs
Appointing an Interim CEO? Not surprising if you failed the corporate governance test Interim CEOs are appointed by boards with shorter tenure. Board members who appoint interim CEOs have served their companies for fewer years as compared to those appointing permanent ones. This might imply lack of experience, therefore poor management. Alternatively, tenured directors might be […]
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Posted in Accounting & Disclosure, Practitioner Publications
Tagged Accounting, Earnings management, Executive turnover, Firm performance, Management, Succession
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Pay Now or Pay Later?: The Economics within the Private Equity Partnership
Partnerships—a business venture in which a small group of individuals shares the profits and liabilities—were the dominant organizational form of businesses for several millennia and, even today, remain critical to the way in which the professional service and investment sectors are run. Much of the existing literature and theories suggest that partnerships continue to be prevalent because […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research, Private Equity
Tagged Agency costs, Capital formation, Fund managers, Fund performance, Ownership structure, Partnerships, Private equity, Venture capital firms
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Key 4Q 2018 Delaware Decisions
The major themes of the Delaware decisions issued in 2018 were (a) the continued rejection of fiduciary claims (with many fewer fiduciary cases filed than in the past), and (b) the continued emphasis on judicial interpretation of agreement provisions based on the “contractarian” approach (with more contract dispute cases filed than in the past). Notably, […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Adverse effects, Boards of Directors, Contracts, Corwin, Delaware cases, Delaware law, Duty of loyalty, Fiduciary duties, Forum selection, Merger litigation, Mergers & acquisitions, Shareholder activism
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Corwin’s Nuance
In In re Xura, Inc. Stockholder Litigation, decided earlier this week, the Delaware Court of Chancery denied the target CEO’s motion to dismiss claims that he breached his fiduciary duties by “steer[ing]” the company into an allegedly unfair acquisition by a private equity firm that promised to retain him post-acquisition, while knowing that his job […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Private Equity
Tagged Business judgment rule, Corwin, Delaware cases, Delaware law, Fiduciary duties, Management, Merger litigation, Mergers & acquisitions, Private equity
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The Board, CEO Misconduct, and Corporate Culture
More than 400 business executives and employees including prominent CEOs have been accused of misconduct including sexual harassment in the last 18 months. In many instances, the resulting crises have fallen squarely in the lap of boards of directors. Clearly, it is time for boards to play a more active role overseeing corporate culture and […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged #MeToo, Accountability, Board oversight, Boards of Directors, Corporate culture, Human capital, Management, Misconduct, Reputation, Risk management, Risk oversight
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Compensation Season 2019
Boards of directors and their compensation committees will soon shift attention to the 2019 compensation season. Key considerations in the year ahead include the following: Dodd-Frank Act Regulations Final Hedging Disclosure Rules. New Item 407(i) of Regulation S-K requires a company to describe any employee or director hedging policies or to state that it does not […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, Executive Compensation, Practitioner Publications, Securities Regulation
Tagged Compensation disclosure, Compensation ratios, Compensation regulation, Dodd-Frank Act, Engagement, Executive Compensation, Incentives, ISS, Regulation S-K, Say on pay, Section 162(m), Securities regulation, Shareholder activism
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Top Priorities for Boards in 2019
In today’s world of unrelenting disruption and innovation, a company’s board plays a more active role than ever before in overseeing strategy and risk management amid digital and emerging technologies, industry convergence and workforce transformation, shifting consumer attitudes, increased climate risk, diminishing trust in organizations, political polarization, rising income inequality and various other megatrends shaping […]
Click here to read the complete postWeekly Roundup: January 4-10, 2019
REIT M&A in 2019 Posted by Adam O. Emmerich and Robin Panovka, Wachtell, Lipton, Rosen & Katz, on Friday, January 4, 2019 Tags: Arbitrage, Boards of Directors, Deal protection, Engagement, Mergers & acquisitions, REITs, Shareholder activism, Shareholder suits, Shareholder value Fiduciary Blind Spot: The Failure of Institutional Investors to Prevent the Illegitimate Use of Working Americans’ Savings for Corporate Political Spending Posted by Tami Groswald […]
Click here to read the complete postTalking Governance with Donna Anderson
Donna Anderson leads the policy formation process for proxy voting at T. Rowe Price, an active mutual fund manager with more than $1 trillion of assets under management. Barely a decade ago, the proxy voting process for public company annual meetings was largely seen as a back-office, box-ticking function. Now, with investment assets growing and […]
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Posted in Accounting & Disclosure, Boards of Directors, Institutional Investors, Practitioner Publications
Tagged Board composition, Boards of Directors, Corporate governance, Diversity, Engagement, ESG, Institutional Investors, Shareholder activism, Stewardship, Virtual meetings
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