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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
Are Proxy Advisors Really a Problem?
Proxy advisory firms have been a feature of the corporate landscape for over 30 years. Throughout that time, their influence has increased, as has the controversy surrounding their role. In Blackrock’s July 2018 report on the Investment Stewardship Ecosystem, the country’s largest asset manager noted that, while it expends significant resources evaluating both management and […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged BlackRock, Boards of Directors, Glass Lewis, Institutional Investors, ISS, Proxy advisors, Proxy voting, SEC, Securities regulation, Shareholder voting, Stewardship
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Board Evaluation: International Practice
Although there is a broad consensus that we need “better corporate governance,” there is often less agreement as to what this actually means or how we might achieve it. Such uncertainties are hardly surprising. Contemporary corporate governance frameworks were significantly re-worked in the 2000s in response to a series of high-profile scandals. But these reforms […]
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Posted in Academic Research, Accounting & Disclosure, Boards of Directors, Empirical Research, International Corporate Governance & Regulation
Tagged Agency costs, Board evaluation, Board independence, Board monitoring, Board oversight, Boards of Directors, Compliance and disclosure interpretation, Controlling shareholders, International governance, Long-Term value, Management
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The Duty of Activist Investors in Negotiating Mergers
On October 16, the Delaware Court of Chancery found an activist investor aided and abetted a target board’s breaches of fiduciary duty, most significantly by concealing from the target board (and from the stockholders who were asked to tender into the transaction) material facts bearing on a potential conflict of interest between the activist investor […]
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Posted in Accounting & Disclosure, Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Conflicts of interest, Corwin, Delaware cases, Delaware law, Disclosure, Fair values, Fiduciary duties, In re Revlon, Long-Term value, Mergers & acquisitions, Shareholder activism
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Changes to the 2019 Glass Lewis Proxy Advice Guidelines
Summary of Changes for the 2019 United States Policy Guidelines Glass Lewis evaluates these guidelines on an ongoing basis and formally updates them on an annual basis. This year we’ve made noteworthy revisions in the following areas, which are summarized below but discussed in greater detail in the relevant section of the complete publication (available […]
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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Board composition, Boards of Directors, Clawbacks, Diversity, ESG, Executive Compensation, Glass Lewis, Indemnification, Institutional Investors, Proxy advisors, Proxy voting, Risk oversight, Shareholder voting, Virtual meetings
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Disclosing Directors
In a recent paper we investigate the correlation between the composition of the board of directors of listed corporations and the quantity and quality of information disclosed to the market, also with respect to the disclosure of privileged, price-sensitive information. This work is a follow up on an empirical analysis that we published last year […]
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Posted in Academic Research, Boards of Directors, Empirical Research, International Corporate Governance & Regulation
Tagged Board composition, Boards of Directors, Disclosure, Information asymmetries, Information environment, International governance, Italy, Market reaction, Outside directors
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Cyber-Fraud Controls and the SEC
On October 16, 2018, the Securities and Exchange Commission issued a report warning public companies about the importance of internal controls to prevent cyber fraud. The report described the SEC Division of Enforcement’s investigation of multiple public companies which had collectively lost nearly $100 million in a range of cyber-scams typically involving phony emails requesting […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Accounting, Cybersecurity, Exchange Act, Exchange Act s.21, Risk, Risk management, SEC, SEC enforcement, Securities enforcement, Securities regulation
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Bouncing Back from a Low Say-On-Pay Vote
If your company’s say-on-pay (SOP) vote received less than 80% support, you will need to respond appropriately in next year’s proxy or face even lower support and, possibly, vote recommendations against directors. And if the SOP vote received less than 50% support, your response will be even more critically evaluated. The two major proxy advisory […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Compensation disclosure, Engagement, Executive Compensation, Glass Lewis, Institutional Investors, ISS, Proxy advisors, Say on pay, Shareholder voting
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Do Insiders Time Management Buyouts and Freezeouts to Buy Undervalued Targets?
Conflicts of interest arise in management buyouts (MBOs) and freezeouts: the acquirers (managers and controlling shareholders) have an incentive to pay the lowest price to selling shareholders, despite having a fiduciary duty to them. Such conflicts of interest could lead to unfair treatment of public shareholders. For instance, in the buyout of the Dell Inc. […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, Mergers & Acquisitions
Tagged Acquisitions, Buyouts, Conflicts of interest, Controlling shareholders, Fair values, Firm valuation, Freezeouts, Inside information, Investor protection, Management, Market timing, Target firms
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The DOJ’s New Corporate Monitor Policy
On October 12, 2018 in remarks made at the NYU School of Law Program on Corporate Compliance and Enforcement’s Conference on Achieving Effective Compliance, Assistant Attorney General for the U.S. Department of Justice Criminal Division Brian A. Benczkowski announced a new guidance memorandum: Selection of Monitors in Criminal Division Matters (“2018 Monitor Memorandum”). The 2018 […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement
Tagged Accounting, Compliance & ethics, Corporate crime, Corporate culture, Deferred prosecution agreements, DOJ, Misconduct, Non-prosecution agreement, Securities enforcement
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Shareholder-Driven Corporate Governance
In the decade since the global financial crisis, shareholders have asserted more and more control in public corporations, no longer content to play the part of the passive owner. In response to this pressure, law makers continually confront the question of what additional rights shareholders should be afforded. This issue similarly invites us all to […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Institutional Investors, Securities Regulation
Tagged Boards of Directors, Contracts, Engagement, Institutional Investors, Retail investors, Securities regulation, Shareholder activism, Shareholder power, Shareholder rights, Shareholder voting
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