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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
What Directors Need to Include in Effective Appraisal Notices
A recent Delaware Court of Chancery opinion serves as a stark reminder of the information that must be included in appraisal notices delivered pursuant to Section 262 of the Delaware General Corporation Law. As explained in the opinion, merely providing notice of a merger and the existence of appraisal rights is not sufficient. Rather, appraisal […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Advanced notice, Appraisal rights, Boards of Directors, Conflicts of interest, Delaware cases, Delaware law, Merger litigation, Mergers & acquisitions
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2018 Proxy Season Review
This proxy season we are seeing enhanced disclosure around board composition, gains in board gender diversity and more companies disclosing investor engagement. These changes reflect shared goals between companies and institutional investors around the benefits of having a diverse board aligned to corporate strategy and key risks. At the same time, more investors are using […]
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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Practitioner Publications
Tagged Board composition, Boards of Directors, Compensation disclosure, Compensation ratios, Diversity, Engagement, ESG, Executive Compensation, Say on pay, Shareholder proposals, Shareholder voting
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Ratings that Don’t Rate: The Subjective World of ESG Ratings Agencies
As the trend of Environmental, Social, and Governance (“ESG”) investing has risen, so too has the influence and relative importance of ESG rating agencies. With an increasing focus on social corporate responsibility, the ability to project a positive image around ESG-related topics is critical. As such, more companies have begun making select and unaudited disclosures […]
Click here to read the complete postThe Rise of the Net-Short Debt Activist
The market for corporate debt does not immediately lend itself to the same kind of “activism” found in equity markets. Bondholders, unlike shareholders, do not elect a company’s board or vote on major transactions. Rather, their relationship with their borrower is governed primarily by contract. Investors typically buy corporate debt in the hope that, without […]
Click here to read the complete postJOBS Act 3.0
On July 17, 2018, the U.S. House of Representatives overwhelmingly passed, by a vote of 406-4, bipartisan financial reform legislation titled the “JOBS and Investor Confidence Act of 2018,” frequently referred to as JOBS Act 3.0. The JOBS Act 3.0 builds upon the 2012 Jumpstart Our Business Startups (“JOBS”) Act, and on the Fixing America’s […]
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Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Mergers & Acquisitions, Practitioner Publications, Securities Regulation
Tagged Capital formation, Capital markets, Disclosure, Exchange Act, Investment advisers, IPOs, JOBS Act, Mergers & acquisitions, Securities Act, US House, Venture capital firms
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The Rise and Fall (?) of the Berle-Means Corporation
A description of a separation of ownership and control in America’s largest companies was the best-known feature of Adolf Berle and Gardiner Means’ renowned 1932 book The Modern Corporation and Private Property. Diffuse share ownership and the managerial autonomy which tends to follow on from it would become hallmarks of American corporate governance. Explaining why […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Institutional Investors
Tagged Blockholders, Boards of Directors, Corporate forms, Entrenchment, Index funds, Institutional Investors, Ownership structure, Shareholder activism
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Structuring Discretion for Clawbacks
The continuing stream of corporate wrongdoing and risk failures—at Wells Fargo & Co., Volkswagen AG, Equifax, Uber Technologies, Mylan, and others—gives new urgency to two questions: Should boards have broader policies for triggering compensation adjustments, forfeitures, and repayment of past compensation—generally referred to as recoupments or clawbacks—when corporate harm is demonstrated? How should boards exercise […]
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Posted in Executive Compensation, Practitioner Publications, Securities Litigation & Enforcement
Tagged Clawbacks, Corporate crime, Corporate fraud, Corporate liability, Executive Compensation, Misconduct, Securities enforcement, Securities litigation, Shareholder suits
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Recent Developments Relating to Corporate Governance
Despite a political agenda packed with important issues like tariffs, immigration and a Supreme Court nomination, there have been a number of recent federal and state legislative developments relating to public company corporate governance topics that are of interest. In particular, the Senate Banking Committee has recently considered bills relating to the role of proxy […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Practitioner Publications
Tagged Board composition, Boards of Directors, California, Corporate Governance Reform and Transparency Act, Cybersecurity, Delaware law, Disclosure, Glass Lewis, ISS, Proxy advisors, Repurchases, Rule 10b-18, Securities regulation, State law, Sustainability, US House, US Senate
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