-
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 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 Rise of Fiduciary Law
Introduction Fiduciary rules appear in family law, surrogate decision-making, laws of agency, employment, pensions, remedies, banking, financial institutions, corporations, charities, not for profit organizations, medical services and international law. Fiduciary concepts guide areas of knowledge: economics, psychology; moral norms; and pluralism. Fiduciary law was recognized in Roman law and the British common law. It was […]
Click here to read the complete post
Posted in Academic Research, Comparative Corporate Governance & Regulation
Tagged Agency costs, Agency model, Fiduciary duties, Legal history, Social capital, Social networks
Comments Off on The Rise of Fiduciary Law
IRS Guidance on Section 162(m)
On August 21, 2018, the Internal Revenue Service (“IRS”) issued Notice 2018-68 (the “Notice”), which provides initial guidance on the application of Section 162(m) of the Internal Revenue Code, as amended by the 2017 Tax Cuts and Jobs Act (“TCJA”). The guidance is limited to the definition of the term “covered employees” and the application […]
Click here to read the complete postPotential Reform to the Federal Reserve Board’s “Control Rules”
2018 has seen significant but pragmatic developments in the implementation of bank regulation by the Board of Governors of the Federal Reserve System (Federal Reserve) under its new Vice Chairman for Bank Supervision, Randal Quarles. Vice Chairman Quarles has frequently touted transparency in regulation as a significant virtue, and has himself frequently adopted such transparency […]
Click here to read the complete post
Posted in Banking & Financial Institutions, Boards of Directors, Corporate Elections & Voting, Financial Regulation, Practitioner Publications, Securities Regulation
Tagged Bank boards, Bank Holding Company Act, Banks, Boards of Directors, Change in control, Director nominations, Dodd-Frank Act, Federal Reserve, Financial institutions, Financial regulation, Securities regulation, Shareholder voting, Volcker Rule
Comments Off on Potential Reform to the Federal Reserve Board’s “Control Rules”
Weekly Roundup: August 31-September 6, 2018
The Appraisal Landscape Posted by Gail Weinstein, David L. Shaw, and Scott B. Luftglass, Fried, Frank, Harris, Shriver & Jacobson LLP, on Friday, August 31, 2018 Tags: Appraisal rights, Bidders, Conflicts of interest, Delaware cases, Delaware law, Fair values, Go-shop, In re Appraisal of Dell, Merger litigation, Mergers & acquisitions, Private equity Board Refreshment: Finding the Right Balance Posted by Kosmas Papadopoulos, ISS Analytics, on Saturday, September 1, […]
Click here to read the complete post
Posted in Weekly Roundup
Tagged Weekly Roundup
Comments Off on Weekly Roundup: August 31-September 6, 2018
Special Checklist for 2019 Annual Meeting
As the Fall notice period for proxy resolutions and dissident director nominations approaches, in addition to the usual checklist for the annual meeting, it is important to keep in mind that hostile takeover approaches and activist demands backed by a threatened proxy fight are not abating. Therefore, it would be wise to review and implement […]
Click here to read the complete post
Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications
Tagged Board composition, Boards of Directors, Compliance & ethics, Director nominations, Engagement, Proxy fights, Proxy materials, Risk management, Shareholder activism, Shareholder nominations
Comments Off on Special Checklist for 2019 Annual Meeting
Trump and Warren are Both Wrong
President Donald Trump and Senator Elizabeth Warren rarely see eye-to-eye on policy, and frequently attack each other personally. But they have finally found common ground: both seem to believe that investors in public firms are too powerful, and the solution is to better insulate corporate directors from shareholders. In August, each offered a proposal aimed […]
Click here to read the complete post
Posted in Accounting & Disclosure, HLS Research, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Accountable Capitalism Act, Capital allocation, Capital expenditures, Disclosure, Dividends, Donald Trump, Financial reporting, Incorporations, Long-Term value, R&D, Repurchases, Securities regulation, Short-termism
Comments Off on Trump and Warren are Both Wrong
Blockchain and Smart Contracting for the Shareholder Community
Current shareholder engagement systems face large classical inefficiencies. The involvement of intermediaries in the exercise of fundamental shareholder rights such as voting, resulting in mistakes and costly court cases, shows the “absurdness” of the current systems. In our latest paper, we provide new arguments that blockchain technology has the clear potential to solve many of […]
Click here to read the complete post
Posted in Academic Research, Boards of Directors, Corporate Elections & Voting, International Corporate Governance & Regulation, Securities Regulation
Tagged Appraisal rights, Blockchain, Boards of Directors, Contracts, Financial technology, International governance, Proxy fights, Shareholder meetings, Shareholder voting
Comments Off on Blockchain and Smart Contracting for the Shareholder Community
Across the Board Improvements: Gender Diversity and ESG Performance
Proponents of more women on corporate boards have brought forth multiple arguments that have become widely acceptable in the field of corporate governance and more broadly. First, there is the normative argument based on equity and fairness, which suggests that women and men should have an equal opportunity to attain leadership positions, including corporate board […]
Click here to read the complete post
Posted in Accounting & Disclosure, Boards of Directors, Corporate Social Responsibility, Practitioner Publications
Tagged Board composition, Board performance, Boards of Directors, Corporate Social Responsibility, Diversity, Environmental disclosure, ESG, Risk management, Sustainability
Comments Off on Across the Board Improvements: Gender Diversity and ESG Performance
Risk Management and the Board of Directors
I. Introduction Overview Political, legal and economic arenas in the U.S. and around the world have continued to evolve in response to rapidly advancing technologies. Innovation, new business models and dealmaking are transforming competitive and industry landscapes and impacting companies’ strategic plans and prospects for sustainable, long-term value creation. Tax reform has created new opportunities […]
Click here to read the complete post
Posted in Accounting & Disclosure, Boards of Directors, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Compliance & ethics, Corporate culture, Cybersecurity, Disclosure, ESG, FCPA, Institutional Investors, Risk, Risk management, Risk oversight, Wells Fargo
Comments Off on Risk Management and the Board of Directors