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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
Mandated Gender Diversity for California Boards
Corporations with a principal executive office in California that have shares listed on a major U.S. stock exchange will be required to have a minimum number of women on their boards of directors, under a bill signed into law on September 30, 2018, by the Governor of California. Although the new law may be subject […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Legislative & Regulatory Developments, Practitioner Publications
Tagged Board composition, Boards of Directors, California, Diversity, Institutional Investors, Nominating committees, Proxy advisors, Proxy season, Proxy voting, SB 826, State law
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Additional Lessons from the CBS-NAI Dispute: The Limitations of “Street Name” Ownership in Effectively Exercising Stockholder Rights
The vast majority of public company shares are owned in “street name”—e.g., through a broker. When holding shares in “street name,” a stockholder’s brokerage account reflects his or her ultimate beneficial ownership of such shares, but the records of the issuer (maintained by the issuer’s transfer agent) indicate that the broker (or more often, another […]
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Posted in Corporate Elections & Voting, Practitioner Publications, Securities Litigation & Enforcement
Tagged Broker-dealers, DTC, Ownership, Public firms, Securities litigation, Shareholder meetings, Shareholder voting
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Managing Reputation: Evidence from Biographies of Corporate Directors
Board of directors play an important role in firms. However, there are many challenges in assessing the quality of directors. Investors may have limited information to judge the qualification of a director. Even if information was available, the required skillset one considers important for a director to be qualified for the job is inherently subjective. […]
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Posted in Academic Research, Accounting & Disclosure, Boards of Directors
Tagged Boards of Directors, Director qualifications, Disclosure, Information asymmetries, Information environment, Reputation, Securities regulation
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Disclosure of the CEO Pay Ratio: Potential Impact on Stakeholders
2018 is the first year in which public companies have been required to report the “CEO Pay Ratio.” The CEO Pay Ratio for a reporting company represents the ratio of the total pay of the CEO to the total pay of the “median employee” at that company. This requirement is contained in Item 402(u) of […]
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Posted in Accounting & Disclosure, Boards of Directors, Executive Compensation, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Compensation disclosure, Compensation ratios, Disclosure, Executive Compensation, Proxy disclosure, Regulation S-K, Say on pay, Securities regulation, Shareholder value
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The California Board Diversity Requirement
California has become the first state in the nation to require that publicly held corporations headquartered within the state include female directors on their boards. The new law, signed by Gov. Jerry Brown on September 30, 2018, applies to corporations, whether organized in California or elsewhere, “with securities listed on a major United States stock […]
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Posted in Accounting & Disclosure, Boards of Directors, Comparative Corporate Governance & Regulation, Practitioner Publications, Securities Regulation
Tagged Board composition, Boards of Directors, California, Disclosure, Diversity, Form 10-K, Securities regulation, State law
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Semi-Public Offerings? Pushing the Boundaries of Securities Law
The 1933 Securities Act struck a simple bargain: the wealthy get to invest in risky private companies, while the general public can invest only in publicly traded securities. For 75 years, that bargain has held. For whatever reason—whether because the wealthy are savvier investors or because their wealth gives them the requisite cushion to absorb […]
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Posted in Academic Research, Accounting & Disclosure, Securities Litigation & Enforcement, Securities Regulation
Tagged Blockchain, Capital formation, Cryptocurrency, Equity offerings, ICOs, Risk, SEC, SEC enforcement, Securities enforcement, Securities fraud, Securities regulation
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Shedding Light on Diversity-Based Shareholder Proposals
Environmental, social and governance (ESG) proposals voice shareholder concerns about topics including, but not limited to, climate change disclosure, lobbying and political campaign contributions, gender pay equity and employment diversity. According to a recent Equilar study, at least 200 ESG shareholder proposals were voted on each year from 2015 to 2017, combining for a total of […]
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Posted in Accounting & Disclosure, Boards of Directors, Institutional Investors, Practitioner Publications
Tagged Board composition, Boards of Directors, Disclosure, Diversity, ESG, Institutional Investors, Shareholder proposals, Shareholder voting
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Lessons From the CBS-NAI Dispute: The Applicability of Rule 14c-2 and the 20-day Waiting Period to Stockholder Actions by Written Consent
Introduction National Amusements, Inc. (“NAI”) owns approximately 80% of the voting shares of CBS Corporation and Viacom Inc., and in early 2018, NAI proposed that CBS and Viacom consider a merger. Each of the boards of CBS and Viacom formed a special committee of independent directors unaffiliated with NAI to consider and potentially negotiate such […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, Charter & bylaws, Delaware cases, DGCL Section 228, Dividends, Dual-class stock, Merger litigation, Mergers & acquisitions, Securities litigation, Special committees
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The Twilight of Enhanced Scrutiny in Delaware M&A Jurisprudence
In Corwin v. KKR Fin. Holdings LLC, the Delaware Supreme Court held that shareholder ratification—in the form of a disinterested, fully informed, uncoerced stockholder vote—in favor of a merger or sale that would otherwise trigger enhanced scrutiny gives rise to the business judgment rule standard of review with respect to post-closing money damages claims for […]
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Posted in Academic Research, Boards of Directors, Court Cases, Mergers & Acquisitions
Tagged Boards of Directors, Corwin, Delaware articles, Delaware cases, Delaware law, Fairness review, Merger litigation, Mergers & acquisitions, Shareholder suits
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