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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
The ISS Equity Plan Scorecard
If you are considering taking a request to shareholders for the approval of shares for an equity compensation plan and a significant number of your shareholders are influenced by the Institutional Shareholder Services (ISS) vote recommendations, you should understand how ISS evaluates equity plan proposals. This post provides an overview of ISS’ EPSC model which […]
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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Equity-based compensation, Executive Compensation, Institutional Investors, ISS, Proxy advisors, Shareholder value, Shareholder voting
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New Ruling on the Fujifilm-Xerox Transaction
On October 16, 2018, the New York Appellate Division reversed an injunction that had stalled Fujifilm’s $6.1 billion transaction with Xerox for nearly five months and a completely dismissed all related claims against Fujifilm. The court’s decision in In re Xerox Corporation Consolidated Shareholder Litigation and Deason v. Fujifilm Holdings Corp. reaffirms the longstanding rule […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, Business judgment rule, Conflicts of interest, Merger litigation, Mergers & acquisitions, New York, Shareholder activism
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Public Sentiment and the Price of Corporate Sustainability
News about firms’ impact on society is an everyday phenomenon. In this paper, I analyze how public sentiment influences the market pricing of firms’ sustainability activities and thereby the future stock returns of portfolios that integrate ESG data. This is the first paper that combines analyst driven ESG ratings from MSCI with big ESG data […]
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Posted in Academic Research, Accounting & Disclosure, Corporate Social Responsibility, Empirical Research
Tagged Corporate Social Responsibility, Disclosure, Environmental disclosure, ESG, Information environment, Public perception, Social capital, Sustainability
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Commonsense Principles 2.0: A Blueprint for U.S. Corporate Governance?
On October 18, 2018, over twenty prominent executives, representing some of America’s largest corporations, pension funds and investment firms, came together to sign Commonsense Principles 2.0. The signatories include, among other noteworthy individuals, Warren Buffett, Jamie Dimon and Larry Fink. In an open letter, the signatories make “a commitment to apply the Commonsense Principles 2.0 […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Accountability, Board composition, Board leadership, Board oversight, Boards of Directors, Disclosure, Engagement, Financial reporting, Institutional Investors, Long-Term value, Proxy voting, Shareholder proposals, Shareholder rights, Shareholder voting
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Lessons from the CBS-NAI Dispute, Part IV: A Temporary Restraining Order Against the Controlling Stockholder?
This is the fourth in a series of posts discussing certain issues and lessons for practitioners arising out of the recently settled dispute between CBS and its controlling stockholder. Relevant background can be found here and additional posts in this series can be found here and here. In the first week of the CBS-NAI litigation, the Court of Chancery denied […]
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Posted in Boards of Directors, Corporate Elections & Voting, Mergers & Acquisitions, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Charter & bylaws, Controlling shareholders, Delaware cases, Delaware law, DGCL Section 228, Dividends, Dual-class stock, Merger litigation, Mergers & acquisitions, Securities litigation
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Public or Private Venture Capital?
In the United States, high-growth startups raise funds privately from angel investors and venture capital funds (VCs). Other countries, without the robust supply of angel and VC funding found in the U.S., have resorted to public markets to supply startups with venture capital. These junior stock exchanges, or public venture capital, have not been successful […]
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Posted in Academic Research, Accounting & Disclosure, Comparative Corporate Governance & Regulation, International Corporate Governance & Regulation, Securities Regulation
Tagged Agency costs, Crowdfunding, Disclosure, Information asymmetries, Information environment, International governance, Investor protection, JOBS Act, Private ordering, Securities regulation, Venture capital firms
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Amended NASDAQ Rules for Shareholder Approval
Nasdaq recently amended the price tests under Nasdaq Rule 5635(d)—the shareholder approval rule often applied in PIPE (private investments in public equity) transactions and certain other private offerings (including private offerings of securities convertible into or exercisable for common stock). The amended Rule, according to Nasdaq, will provide greater flexibility and certainty for Nasdaq-listed companies entering […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, Practitioner Publications, Securities Regulation
Tagged Equity offerings, Exchange Act, Fair values, Investor protection, NASDAQ, Securities regulation, Shareholder rights, Shareholder voting, Stock mispricing
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2018 Canadian Proxy Season Review
Throughout the years, we’ve seen a large increase in the number of public proxy contests in Canada, from six in 2003 to a peak of 55 in 2015. While we likely won’t reach 2015 numbers, 2018 is on pace to be another eventful year. Year-to-date activity has exceeded last year’s figures: this time last year, […]
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Posted in Accounting & Disclosure, Boards of Directors, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Board composition, Boards of Directors, Canada, Diversity, ESG, Institutional Investors, International governance, Poison pills, Proxy access, Proxy advisors, Proxy contests, Takeover defenses
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Silicon Valley and S&P 100: A Comparison of 2018 Proxy Season Results
In the 2018 proxy season, 143 of the technology and life sciences companies included in the Fenwick Silicon Valley 150 Index (SV 150) and 99 of the S&P 100 companies held annual meetings that typically included voting for the election of directors, ratifying the selection of auditors of the company’s financial statements and voting on executive officer […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Practitioner Publications
Tagged Boards of Directors, ESG, Executive Compensation, Peer groups, Proxy access, Proxy season, Proxy voting, Say on pay, Shareholder elections, Shareholder proposals, Shareholder voting, Surveys, Tech companies
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