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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
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 […]
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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
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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 […]
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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
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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 […]
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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
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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 […]
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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
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Insider Tax Effects on Acquisition Structure and Value
Whether firms care about shareholder-level taxes is a longstanding question in the academic literature. In the context of acquisitions, target shareholders potentially face capital gains tax liabilities upon the sale of their shares, leading early researchers to predict that investor-level taxes should influence the acquisition price as well as the deal structure (i.e., cash versus […]
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Posted in Academic Research, Empirical Research, Mergers & Acquisitions
Tagged Acquisition premiums, Acquisitions, Capital gains, Deal certainty, Incentives, Mergers & acquisitions, State law, Target firms, Taxation
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What Does the CEO Pay Ratio Data Say About Pay?
Our analysis finds company size as measured by employee count is the primary driver of the CEO Pay Ratio; company revenue and market capitalization are secondary drivers. Deeper analysis uncovers industry trends that may provide companies additional context as they compare their CEO Pay Ratios to those of their peers. Ultimately, despite some interesting trends […]
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Posted in Accounting & Disclosure, Executive Compensation, Practitioner Publications
Tagged Compensation disclosure, Compensation ratios, Dodd-Frank Act, Executive Compensation, Firm performance, Pay for performance
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Shareholder Collaboration
Legal and economics scholars have developed and debated theories of the firm since the groundbreaking work of Ronald Coase in 1937. Two models have come to dominate that discourse. Under the management-power model, the firm is a hierarchical organization, and decision-making power authority belongs to corporate insiders (officers and directors). The competing shareholder-power model de-emphasizes […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Institutional Investors
Tagged Accountability, Agency costs, Information asymmetries, Information environment, Inside information, Institutional Investors, Management, Shareholder power, Transparency
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The MFW Framework and Extensive Preliminary Discussions
MFW provides for judicial review of a merger between a controller and the controlled company under the deferential business judgment rule standard (rather than “entire fairness”) if, among other things, “from the outset of negotiations” (the so-called “ab initio requirement”), the controller conditioned the transaction on approval by both an independent special committee and a […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Private Equity
Tagged Boards of Directors, Controlling shareholders, Delaware cases, Delaware law, Fairness review, Merger litigation, Mergers & acquisitions, Private equity
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Climate-Related Disclosures and TCFD Recommendations
Companies, investors and regulators are increasingly recognising that climate change is not just a social or environmental problem. It is a business problem too. The physical impacts of climate change and the economic impacts of the transition to a zero-carbon economy present foreseeable, and often material, financial risks to the performance and prospects of companies. […]
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Posted in Accounting & Disclosure, Corporate Social Responsibility, Practitioner Publications
Tagged Accountability, Board oversight, Boards of Directors, Climate change, Compliance & ethics, Corporate Social Responsibility, Disclosure, Environmental disclosure, ESG, Risk disclosure, Sustainability
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Board Refreshment: Finding the Right Balance
For the better part of this decade, governance practitioners and investors have paid significant attention to the issue of board refreshment. Their primary concern is that a stale board—one that has not added new members for many years—may become complacent, whereby a lack of independence, new perspectives, and diversity could pose significant risks in relation […]
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Posted in Boards of Directors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Board composition, Board oversight, Board performance, Board tenure, Board turnover, Boards of Directors, Engagement, Firm performance, International governance, Long-Term value
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