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HLS Faculty & Senior Fellows
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
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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2018 CPA-Zicklin Index
Despite Sharp Attacks on Political Disclosure and Accountability, 2018 CPA-Zicklin Index Finds Companies Recognize its Importance Corporate political disclosure and accountability is holding firm despite strong counter-pressure from some elements in Congress and a leading business trade association. Indeed, the number of leading publicly held companies disclosing or restricting their spending and adopting board oversight […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation
Tagged Accountability, Boards of Directors, Charitable spending, Corporate Social Responsibility, Disclosure, Engagement, Political spending, Securities regulation, Transparency
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Effective Board Evaluation
Investors, regulators and other stakeholders are seeking greater board effectiveness and accountability and are increasingly interested in board evaluation processes and results. Boards are also seeking to enhance their own effectiveness and to more clearly address stakeholder interest by enhancing their board evaluation processes and disclosures. The focus on board effectiveness and evaluation reflects factors […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged Board evaluation, Board monitoring, Board oversight, Board performance, Boards of Directors, Long-Term value, Oversight
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Weekly Roundup: October 19-25, 2018
Proxy Access Proposals Posted by Stephen T. Giove, Arielle L. Katzman and Daniel Yao, Shearman & Sterling LLP, on Friday, October 19, 2018 Tags: Advanced notice, Boards of Directors, Charter & bylaws, Institutional Investors, Proxy access, Proxy voting, Shareholder nominations, Shareholder proposals, Shareholder rights, Shareholder voting, Surveys Reforming Director’s Long-Term Duties in the EU Posted by Claire Jeffwitz and Filip Gregor, Frank Bold, on Saturday, October 20, 2018 […]
Click here to read the complete postImproving Information for Investors in the Digital Age
Thank you, Ken [Bertsch], for that kind introduction. I would like to start out by thanking the Council of Institutional Investors for inviting me to speak with you. It is a pleasure to be here. I last spoke to you in May 2014 about “Building Momentum.” At the time, I was a rookie Commissioner. Now, […]
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Posted in Accounting & Disclosure, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Accounting, Accounting standards, Disclosure, Firm performance, Information asymmetries, Information environment, Investor protection, Securities regulation
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Powering Preemptive Rights with Presubscription Disclosure
In a paper recently posted on SSRN, Powering Preemptive Rights with Presubscription Disclosure, I put forward a proposal to make preemptive rights more effective: requiring the controller of a firm to disclose its subscription decision before outside investors decide their own. Most corporations around the world have a controller: control is concentrated in the hands […]
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Posted in Academic Research, Accounting & Disclosure, Comparative Corporate Governance & Regulation
Tagged Controlling shareholders, Equity offerings, Minority shareholders, Preemptive rights, Private firms, Shareholder rights, Shareholder voting, Tunneling
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CEO Succession Practices in the S&P 500
According to a new report by The Conference Board, the exceptional longevity of the bull market that followed the Great Recession appears to have stretched leadership tenures at large U.S. public companies, resulting in a higher average CEO age. The study, CEO Succession Practices: 2018 Edition, annually documents and analyzes chief executive officer succession events […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Practitioner Publications
Tagged Boards of Directors, Diversity, Executive performance, Executive turnover, Firm performance, Management, Succession
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