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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
Mandating Women on Boards: Evidence from the United States
On September 30, 2018, California enacted Senate Bill 826 mandating that all publicly-traded companies headquartered in the state to have at least one female director by the end of 2019. The law further requires that by year-end 2021, all firms have at least one female director if the board has four members or fewer, two […]
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Posted in Academic Research, Boards of Directors, Empirical Research, Securities Regulation
Tagged Board composition, Board performance, Boards of Directors, California, Director qualifications, Diversity, Securities regulation, Shareholder value, State law
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Synutra—A Practical Application of MFW or a Free Look for Controlling Stockholders?
In the recent decision of Flood v. Synutra International, Inc., a divided Delaware Supreme Court affirmed the Court of Chancery’s dismissal of a challenge to a controlling stockholder’s take-private transaction. The Court in an opinion by Chief Justice Strine held, among other things, that the deferential business judgment review applied to the merger because the […]
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Posted in Corporate Elections & Voting, Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Controlling shareholders, Delaware cases, Delaware law, Fairness review, Going private, Merger litigation, Mergers & acquisitions, MFW, Minority shareholders, Schedule 13D
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The Future of the Corporation
A project of the British Academy—“The Future of the Corporation” reached a major milestone on November 1, 2018 with the public discussion of a framework and supporting papers. The project is led by Oxford Prof. Colin Mayer. In his framework, Prof. Mayer puts forth a radical reinterpretation of the nature of the corporation that focuses on […]
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Posted in Accounting & Disclosure, Corporate Social Responsibility, International Corporate Governance & Regulation, Practitioner Publications
Tagged Corporate Social Responsibility, Disclosure, ESG, International governance, Long-Term value, Shareholder primacy, Shareholder value, Short-termism, Sustainability
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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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