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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
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
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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Investor Demand for Internal Control Audits of Large U.S. Companies
If regulation did not require large U.S. companies to have internal control audits, would investors demand this external assurance? In other words, would investors demand, or value, internal control audits for large companies if they were voluntary? This is the question we explore in our article, Investor Demand for Internal Control Audits of Large U.S. […]
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Posted in Academic Research, Accounting & Disclosure, Comparative Corporate Governance & Regulation, Empirical Research, Securities Regulation
Tagged Audits, Disclosure, Engagement, Information environment, Internal control, Investor protection, Market efficiency, Oversight, Reporting regulation, Restatements, Risk oversight, Sarbanes–Oxley Act, SOX, SOX Section 404
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Looking Ahead: Key Trends in Corporate Governance
Charting the course of a public company requires navigating continual changes in technologies, business models, and competitive conditions and assessing corporate opportunities and risks in a dynamic and uncertain political, social, and business environment. Corporate boards and management teams must also adapt to changing expectations and pressures with respect to corporate governance processes and relations […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Practitioner Publications
Tagged Board composition, Boards of Directors, Corporate Governance Reform and Transparency Act, Engagement, ESG, Proxy advisors, Proxy voting, Shareholder activism, Shareholder voting
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The Government Shutdown’s Effect on Deals
While M&A activity continues, the pending U.S. federal government shutdown may affect the timetable and process for completing announced transactions. Set forth below is our current understanding of the operations of the agencies most critical to the merger process and certain contingency plans they have made that impact M&A transactions. These operations and plans may […]
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Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Mergers & Acquisitions, Practitioner Publications, Securities Regulation
Tagged Antitrust, CFIUS, Disclosure, DOJ, EDGAR, Filings, FTC, Hart-Scott-Rodino Act, Mergers & acquisitions, Registration statements, SEC, Securities regulation
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