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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
What Happened at the SEC’s Proxy Process Roundtable?
At last week’s proxy process roundtable, three panels, each moderated by SEC staff, addressed three topics: proxy voting mechanics and technology—how can the accuracy, transparency and efficiency of the proxy voting and solicitation system be improved? shareholder proposals—exploring effective shareholder engagement, experience with the shareholder proposal process, and related rules and SEC guidance proxy advisory […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Conflicts of interest, Glass Lewis, Institutional Investors, ISS, Proxy advisors, Proxy voting, Rule 14a-8, SEC, Securities regulation, Shareholder proposals
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Today’s Independent Board Leadership Landscape
Board leadership structures have evolved dramatically over the past 20 years. Today, 92% of S&P 1500 companies have independent board leadership, up from just 10% in 2000. This change corresponds to a rise in independent directors, as well as the continuing separation of chair and CEO roles. Today, 60% of S&P 1500 companies have separate […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged Board composition, Board independence, Board leadership, Boards of Directors, Disclosure, Engagement, Lead directors, Non-executive chairman
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Are CEOs Paid Extra for Riskier Pay Packages?
In a recent paper, my co-authors and I provide empirical evidence that CEO compensation does not fully reflect riskiness in pay packages. Our evidence derives from an examination of the fundamental prediction in the static moral hazard model of Grossman and Hart (1983) that the mean pay and the volatility of pay are positively associated […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research, Executive Compensation
Tagged Behavioral finance, Executive Compensation, Executive performance, Incentives, Management, Moral hazard, Pay for performance, Risk-taking
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Bull or Bear? How the Market Reacts to Data Breach News
[On October 24, 2018], Cathay Pacific Airlines Ltd., the Hong Kong-based international airline, disclosed that a hacker had broken into its computer system and accessed personal information for as many as 9.4 million travelers, representing the world’s largest reported airline data breach to date. Following the announcement, the airline’s shares sank the lowest that they’ve […]
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Posted in Accounting & Disclosure, Practitioner Publications
Tagged Cybersecurity, Disclosure, Information environment, Long-Term value, Market reaction, Risk management, Shareholder value, Stock performance
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The Standard of Review for Dell’s IPO
Dell Technologies Inc. (Dell) has been planning to eliminate its tracking stock (Class V common; NYSE: DVMT) through a merger with a wholly-owned subsidiary that effectively converts the outstanding DVMT shares into a new class of publicly traded Dell common stock. Each DVMT share (which collectively track about half of VMware Inc. ) will be […]
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Posted in Corporate Elections & Voting, Mergers & Acquisitions, Practitioner Publications, Securities Regulation
Tagged Carl Icahn, Dell, Fairness review, Hedge funds, IPOs, Mergers & acquisitions, Securities regulation, Shareholder activism, Shareholder meetings, Shareholder voting
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Women in the Boardroom and Cultural Beliefs about Gender Roles
In our study, we ask whether cultural beliefs about gender roles can help explain variation in the representation (or lack thereof) of women in corporate leadership roles. Female corporate leadership varies a good deal across firms, both internationally, and in the U.S. As examples, during the period 2000-2016, in an international sample of 42 countries, […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Empirical Research
Tagged Board composition, Boards of Directors, Corporate culture, Diversity, International governance, Labor markets, Management, Manager characteristics
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Implementing Internal Controls in Cyberspace—Old Wine, New Skins
On October 16, 2018, the SEC issued a Section 21(a) investigative report (the “Report”), cautioning public companies to consider cyber threats when designing and implementing internal accounting controls. The Report arose out of an investigation focused on the internal accounting controls of nine public companies that were victims of “business email compromises” in which perpetrators […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Accounting, Cybersecurity, Internal auditors, Risk, Risk oversight, SEC, SEC enforcement, Securities enforcement, Securities regulation
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A Brief Survey of Environmental, Social, and Governance Disclosure in Canada
Regulators, investors, and other stakeholders have increased their expectations of board oversight and disclosure on environmental, social and governance (ESG) matters. Quality of ESG disclosure will be a factor in recommendations by proxy advisory firms. Enhancing ESG disclosure (particularly, climate-related risks) should be a management priority. As 2018 draws to a close, certain recent developments, […]
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Posted in Accounting & Disclosure, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Accounting standards, Canada, Disclosure, Environmental disclosure, ESG, Institutional Investors, International governance, Securities regulation, Sustainability
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Drafting Considerations from the MAC Decision
In Akorn v. Fresenius (Oct. 1, 2018), the Delaware Court of Chancery found for the first time ever that a target company had suffered a “material adverse effect” (MAC) between the signing and closing of a merger agreement, which entitled the acquiror to terminate the agreement. The 246-page opinion by Vice Chancellor Laster also serves […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Acquisition agreements, Compliance and disclosure interpretation, Contracts, Covenants, Delaware cases, Delaware law, Materiality, Merger litigation, Mergers & acquisitions
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