-
Supported By:
Subscribe or Follow
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
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Corporate Governance Features in the Energy Sector
Corporate governance features have become increasingly prominent for public companies. This has accelerated as economic-oriented activist investors team with institutional investors to serve as catalysts for change. We are often asked by clients in the course of our practice: What do other companies do? We thought it would be useful to compare the three primary governance […]
Click here to read the complete post
Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Charter & bylaws, Director qualifications, Director tenure, Disclosure, Dual-class stock, Incorporations, Proxy access, Proxy advisors, Proxy voting, Securities regulation, Shareholder voting, Surveys
Comments Off on Corporate Governance Features in the Energy Sector
Activism: The State of Play
As we approach the 2019 proxy season, developments since September 2017 prompt a brief updated review of the state of play. The threat of activism remains high, and has become increasingly global. Activist assets under management remain at elevated levels, encouraging continued attacks on many large successful companies in the U.S. and abroad. In the […]
Click here to read the complete post
Posted in Accounting & Disclosure, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Diversity, ESG, Hedge funds, Institutional Investors, Long-Term value, Proxy season, Proxy voting, Shareholder activism, Shareholder voting, Short-termism, Voluntary Disclosure
Comments Off on Activism: The State of Play
The Tesla/Musk Settlements
On Saturday [September 29, 2018], the U.S. Securities and Exchange Commission (SEC) reached startling and swift settlements with Tesla and Tesla CEO and Chairman, Elon Musk. The settlements, which remain subject to court approval, came just two days after filing suit against Musk and on the same day suit was filed against Tesla for: in […]
Click here to read the complete post
Posted in Accounting & Disclosure, Boards of Directors, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Boards of Directors, Disclosure, Elon Musk, Going private, Management, Mergers & acquisitions, Regulation FD, SEC, SEC enforcement, Securities enforcement, Securities fraud, Settlements, Social media, Tesla
Comments Off on The Tesla/Musk Settlements
Analysts’ Stock Ownership and Stock Recommendations
Financial analysts’ stock ownership in the companies they cover has long been controversial. Regulators and the financial press have repeatedly pointed to analysts’ stock ownership as a potential source of conflicts of interest and have publicly warned investors that analysts’ stock ownership can impair the objectivity of their recommendations. According to this view, analysts’ stock […]
Click here to read the complete post
Posted in Academic Research, Accounting & Disclosure, Empirical Research
Tagged Conflicts of interest, Disclosure, Forecasting, Ownership, Skin in the game
Comments Off on Analysts’ Stock Ownership and Stock Recommendations
Director Skills: Diversity of Thought and Experience in the Boardroom
While Mike D of the Beastie Boys was “bustin’ out trap kits” to demonstrate his skill as a rapper, nominating committees were more focused on the education, background, and experiences of potential candidates for the board of directors. And while this approach yields sufficiently qualified board candidates, boards may benefit from taking a closer look […]
Click here to read the complete post
Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications
Tagged Board composition, Board performance, Board turnover, Boards of Directors, Director qualifications, Diversity
Comments Off on Director Skills: Diversity of Thought and Experience in the Boardroom
Petition to SEC for Rulemaking on Environmental, Social, and Governance (ESG) Disclosure
We respectfully submit this petition for rulemaking pursuant to Rule 192(a) of the Securities and Exchange Commission’s (SEC) Rule of Practice. Today, investors, including retail investors, are demanding and using a wide range of information designed to understand the long-term performance and risk management strategies of public-reporting companies. In response to changing business norms and […]
Click here to read the complete post
Posted in Accounting & Disclosure, Corporate Social Responsibility, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications, Securities Regulation
Tagged Capital formation, Corporate Social Responsibility, Disclosure, Environmental disclosure, ESG, Information environment, Institutional Investors, International governance, Materiality, Political spending, SEC, Securities regulation, Sustainability, Voluntary Disclosure
Comments Off on Petition to SEC for Rulemaking on Environmental, Social, and Governance (ESG) Disclosure
The MAC Is Back
In a 246-page post-trial opinion issued today [October 1, 2018], the Delaware Court of Chancery ruled that Fresenius Kabi AG, a German pharmaceutical company, properly terminated its agreement to purchase US-based drug maker Akorn, Inc. Akorn, Inc. v. Fresenius Kabi AG, C.A. No. 2018-0300-JTL (Del. Ch. Oct. 1, 2018). Most notable in the sweeping decision […]
Click here to read the complete post
Posted in Court Cases, International Corporate Governance & Regulation, Practitioner Publications, Securities Litigation & Enforcement
Tagged Cross-border transactions, Delaware cases, Delaware law, International governance, Materiality, Merger litigation, Mergers & acquisitions, Termination
Comments Off on The MAC Is Back
Guiding Our Way to Quarterly Behavior? Promoting Long-Term Thinking and Greater Transparency
By now, most business-watchers have seen the president’s tweet asking the Securities and Exchange Commission (SEC) to study the requirement that US public companies release earnings quarterly. With this message, President Trump has focused attention on the short-term mentality that too often characterizes American business. The tweet, which followed his discussion with Pepsi CEO Indra […]
Click here to read the complete post
Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation
Tagged Accounting, Capital markets, Disclosure, Donald Trump, Earnings disclosure, Financial reporting, Forecasting, Long-Term value, Reporting regulation, SEC, Securities regulation, Short-termism, Transparency
Comments Off on Guiding Our Way to Quarterly Behavior? Promoting Long-Term Thinking and Greater Transparency
Results of ISS Governance Principles Survey
ISS has posted the results of its most recent Governance Principles Survey, which can sometimes guide future ISS policies. The key areas of focus were auditors and audit committees, director accountability and track records, board gender diversity and the principle of one-share one-vote. The results reflect 669 responses from 638 different organizations, including 469 corporations and 109 […]
Click here to read the complete post
Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Practitioner Publications
Tagged Accountability, Audit committee, Audits, Board oversight, Boards of Directors, Diversity, Dual-class stock, Internal auditors, ISS, Oversight, Proxy advisors, Shareholder voting, Surveys
Comments Off on Results of ISS Governance Principles Survey