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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
- 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
Awakening Governance: ACGA China Corporate Governance Report 2018
With its securities market continuing to internationalise and grow in complexity, China appears at a turning point in its application of CG and ESG principles. The time is right to strengthen communication and understanding between domestic and foreign market participants. Introduction: Bridging the gap The story of modern corporate governance in China is closely connected […]
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Posted in Comparative Corporate Governance & Regulation, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications
Tagged China, Corporate culture, Engagement, ESG, Foreign firms, Institutional Investors, International governance, Management, Ownership, State control, Surveys
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High-Quality Sales Processes and Appraisal Proceedings
Two recent decisions by the Delaware Court of Chancery underscore that the outcome of an appraisal proceeding often will turn on the quality of a company’s sale process. While recent Delaware Supreme Court appraisal jurisprudence supports relying on the negotiated merger transaction price as the most reliable evidence of a seller’s fair value, flaws in […]
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Posted in Accounting & Disclosure, Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Appraisal rights, Boards of Directors, Delaware cases, Delaware law, Fairness review, Go-shop, In re Appraisal of Dell, In re Appraisal of DFC Global, Market efficiency, Merger litigation, Mergers & acquisitions, Reliance
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Weekly Roundup: August 17-23, 2018
Corporate Governance; Stakeholder Primacy; Federal Incorporation Posted by Martin Lipton, Wachtell, Lipton, Rosen & Katz, on Friday, August 17, 2018 Tags: Accountability, Boards of Directors, Corporate Social Responsibility, Federalism, Political spending, Shareholder primacy, Stakeholders, State law, Takeovers, US Senate Microcap Board Governance Posted by Annalisa Barrett, Board Governance Research LLC, and Jon Lukomnik, Investor Responsibility Center Institute, on Saturday, August 18, 2018 Tags: Board composition, Board dynamics, Board tenure, Boards of […]
Click here to read the complete postFurther to the Warren Bill, The New Paradigm and a Better Way
I’ve received a number of comments essentially raising the question, “If you are such a strong supporter of stakeholder corporate governance, how can you not favor Senator Warren’s Bill?” As I said in both of my previous memos, Corporate Governance; Stakeholder Primacy; Federal Incorporation, August 15, 2018 (discussed on the Forum here), and Corporate Governance—The New […]
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Posted in Accounting & Disclosure, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Accountable Capitalism Act, Disclosure, Federalism, Hedge funds, Institutional Investors, Securities regulation, Shareholder activism, Short-termism, Stakeholders, US Senate
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Shareholder Activism: Evolving Tactics
Shareholder activist tactics are evolving as hedge funds deploy capital in a market where much of the low-hanging fruit has been plucked and target companies are more aware and better defended against traditional strategies. New approaches are also being deployed by first-time and infrequent activists who don’t always operate from the typical activist playbook. Companies […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Director nominations, ESG, Hedge funds, Index funds, Institutional Investors, Proxy contests, Shareholder activism, Shareholder proposals, Shareholder voting
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Board Diversity, Firm Risk, and Corporate Policies
In the last decade, at least six countries have mandated gender diversity on corporate boards and several other are considering legislation. As a result, there are many studies that investigate the impact of gender diversity of the board of directors on corporate performance. While gender diversity is important from a social equity perspective, is it […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Empirical Research
Tagged Board composition, Board dynamics, Board performance, Boards of Directors, Diversity, Firm performance, R&D, Risk, Risk-taking
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Statement on Investor Roundtables Regarding Standards of Conduct for Investment Professionals Rulemaking
In April 2018, the Commission proposed for public comment a significant rulemaking package designed to serve our Main Street investors that would (1) require broker-dealers to act in the best interest of their retail customers, (2) reaffirm and in some cases clarify the fiduciary duty owed by investment advisers to their clients and (3) require […]
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Posted in Accounting & Disclosure, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Broker-dealers, Disclosure, Investment advisers, Investor protection, Retail investors, SEC rulemaking, Securities regulation
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National Bank Charters for Fintech Firms
Last week, the Office of the Comptroller of the Currency (OCC) announced that it would begin accepting proposals from Fintech firms to charter special purpose national banks (SPNBs). This decision comes over 18 months after the White Paper proposing such charters was issued under President Obama’s Comptroller, Thomas Curry, in his last month in that […]
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Posted in Banking & Financial Institutions, Financial Regulation, Practitioner Publications
Tagged Banks, Capital requirements, Charter & bylaws, Consumer protection, Dodd-Frank Act, Financial institutions, Financial regulation, Financial technology, OCC, Risk, Stress tests
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Dual-Class Index Exclusion
One of the most contentious and long-standing debates in corporate governance is whether company founders and other insiders should be permitted to use multi-class stock structures with unequal votes to control their companies while seeking capital through a public listing. Institutional investors have lobbied Congress, state legislatures and the Securities Exchange Commission unsuccessfully for decades […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Empirical Research, Institutional Investors
Tagged Dual-class stock, Index funds, Institutional Investors, Private ordering, Shareholder voting
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Corporate Governance in Emerging Markets
This essay belongs to an edited book dedicated to management in emerging markets. In our chapter, we adopt a systematic cross-national comparative approach to provide an overview of corporate governance (CG) in emerging markets (EMs). Our focus is mostly on the BRIC countries (Brazil, Russia, India, and China). We begin by highlighting the importance of […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Empirical Research, International Corporate Governance & Regulation
Tagged Boards of Directors, Brazil, China, Emerging markets, India, International governance, Management, Ownership, Russia, Securities regulation
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