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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
The Perils of Dell’s Low-Voting Stock
Dell Technologies Inc. (“Dell”) is planning a “backdoor-IPO” transaction that would bring it back to the public market with a multiclass structure. In a short paper we recently placed on SSRN, The Perils of Dell’s Low-Voting Stock, we identify and analyze three governance risks and costs that Dell’s IPO structure would create for public investors […]
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Posted in Academic Research, Corporate Elections & Voting, Empirical Research, HLS Research, Securities Regulation
Tagged Agency costs, Charter & bylaws, Controlling shareholders, Dell, Dual-class stock, Entrenchment, IPOs, Long-Term value, Management, Minority shareholders, Ownership structure, Public firms, Risk, Shareholder power, Shareholder value
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The Proxy Process Roundtable
Good morning and thank you to the Divisions of Corporation Finance and Investment Management for organizing this roundtable. I hope that everyone here will take this opportunity to engage in a thoughtful, meaningful discussion on the proxy process. If the process were perfect, we would not be here today [Nov. 15, 2018]. The topics on […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Disclosure, Fund managers, Glass Lewis, Index funds, Institutional Investors, ISS, Proxy advisors, Proxy voting, SEC, Securities regulation, Shareholder proposals, Shareholder voting
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Weekly Roundup: November 9-15, 2018
Emerging Practice in Long-Term Plans Posted by Brian Tomlinson, CECP, on Friday, November 9, 2018 Tags: Board monitoring, Capital allocation, Disclosure, Engagement, ESG, Human capital, Information asymmetries, Information environment, Long-Term value, Management, Risk management, Shareholder value, Short-termism, Stakeholders Glass Lewis’ Shareholder Initiative Guidelines Posted by Courteney Keatinge, Glass, Lewis & Co., on Friday, November 9, 2018 Tags: Clawbacks, Disclosure, Diversity, Environmental disclosure, ESG, Executive Compensation, Glass Lewis, Materiality, Proxy advisors, Risk oversight, Shareholder proposals, Shareholder voting, Written consent Decoding Quant ESG Posted by Mike Chen, […]
Click here to read the complete postThe Economic Relevance and Ordinary Business Exclusion for Shareholder Proposals
Corp Fin has just released a new staff legal bulletin on shareholder proposals—we’re up to 14J—that once again examines the exclusions under Rules 14a-8(i)(5), the “economic relevance” exception, and 14a-8(i)(7), the “ordinary business” exception. Notably, these rules were also the subject of SLB 14I. More specifically, the new SLB provides guidance with regard to the […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Director compensation, Executive Compensation, Management, No-action letters, Rule 14a-8, SEC, Securities regulation, Shareholder proposals, Shareholder voting, SLB 14J
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Audit Process, Private Information, and Insider Trading
Our paper examines insider trading in conjunction with the audit process. Audit reports—and the requirement that public companies file audited financial statements—are a cornerstone of modern financial reporting. While it is generally accepted that financial statement audits mitigate agency conflicts, managers and directors (hereafter “corporate insiders”) are typically aware of the contents of the audit […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, Securities Regulation
Tagged Audit trail, Audits, Financial reporting, Form 10-K, Incentives, Information environment, Inside information, Insider trading, PCAOB, SEC, Securities regulation
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Lessons Learned from the CBS-NAI Dispute, Part VI: Board Access to Privileged Communications with Company Counsel
As described in a prior post, on May 14, 2018, certain members of the CBS board filed suit in Delaware seeking authorization to issue a special dividend intended to dilute the voting control of NAI, CBS’s controlling stockholder. The majority of the CBS board (other than three directors with ties to NAI) subsequently considered and […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications, Securities Litigation & Enforcement
Tagged Attorney-client privilege, Board communication, Boards of Directors, Controlling shareholders, Delaware law, Dividends, Inside counsel, Securities litigation, Special committees
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The Untenable Case for Keeping Investors in the Dark
The 2018 midterm elections with their record spending are over, but political spending by public companies remains under investors’ radar. In a paper recently placed on SSRN, The Untenable Case for Keeping Investors in the Dark, we seek to contribute to the heated debate on the disclosure of political spending by public companies. We show that […]
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Posted in Academic Research, Accounting & Disclosure, Comparative Corporate Governance & Regulation, HLS Research, Institutional Investors, Securities Regulation
Tagged Accountability, Citizens United v. FEC, Disclosure, Information environment, Institutional Investors, Political spending, Public firms, Rulemaking Petition on Corporate Political Spending, SEC, SEC rulemaking, Securities regulation, Shareholder rights, Transparency, Voluntary Disclosure
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The 2018 U.S. Spencer Stuart Board Index
In response to a variety of pressures—including an increasingly complex business environment with an unprecedented pace of change and disruption; a growing number and variety of business risks; and intensifying investor focus on the composition, diversity and quality of the boardroom—S&P 500 boards are reshaping, slowly. The 2018 U.S. Spencer Stuart Board Index (SSBI), our […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Practitioner Publications
Tagged Board composition, Board performance, Board turnover, Boards of Directors, Director nominations, Director qualifications, Diversity, Risk management, Surveys
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