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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
Weekly Roundup: June 8-June 14, 2018
Shareholder Battles at Telecom Italia Posted by Federica Soro, Glass, Lewis & Co., on Friday, June 8, 2018 Tags: Boards of Directors, EU, Europe, Institutional Investors, International governance, Italy, Shareholder activism, Shareholder proposals The Enforceability of Employment Arbitration Agreements Posted by Robert Atkins, Liza Velazquez and Maria Keane, Paul, Weiss, Rifkind, Wharton & Garrison LLP, on Friday, June 8, 2018 Tags: Arbitration, Class actions, DOJ, Labor markets, Supreme Court Five […]
Click here to read the complete postThe Big Thumb on the Scale: An Overview of the Proxy Advisory Industry
Proxy advisory firms have significant influence over the voting decisions of institutional investors and the governance choices of publicly traded companies. However, it is not clear that the recommendations of these firms are correct and generally lead to better outcomes for companies and their shareholders. We recently published a paper on SSRN (“The Big Thumb […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Institutional Investors, Securities Regulation
Tagged Boards of Directors, Glass Lewis, Institutional Investors, Institutional voting, ISS, Proxy advisors, Proxy voting, Shareholder activism, Shareholder rights, Shareholder voting
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The Main Street Investors Coalition is an Industry-Funded Effort to Cut Off Shareholder Oversight
Here’s a tip from a long-time Washington DC lawyer: the more folksy or patriotic the name of the group, the more likely that it is funded by people who are promoting exactly the opposite of what it is trying to pretend to be. And thus we have the Main Street Investors Coalition, which bills itself as […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, Corporate Social Responsibility, Institutional Investors, Practitioner Publications
Tagged Disclosure, Environmental disclosure, ESG, Index funds, Institutional Investors, Long-Term value, Oversight, Proxy voting, Retail investors, Shareholder proposals, Shareholder voting
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Board Ready: Shareholder Activism, Corporate Governance and the Hunt for Long-Term Value
As the spotlight on boards, management teams, corporate performance and governance intensifies, as articles like the Bloomberg and Fortune profiles of Elliott Management (“The World’s Most Feared Investor—Why the World’s CEOs Fear Paul Singer” and “Whatever It Takes to Win—How Paul Singer’s Hedge Fund Always Wins”) and other activist investors become required reading in every […]
Click here to read the complete postMarking to Market Versus Taking to Market
Accounting statements are the primary source of verified information that firms provide to their stakeholders, and therefore an important ingredient of corporate governance. Accounting measurements are in particular explicit inputs in executive compensation contracts, debt covenants, and regulations such as prudential rules for financial institutions. They also play a more implicit but pervasive role in […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research
Tagged Accounting, Agency costs, Contracts, Fair values, Information environment, Market efficiency, Signaling
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Stock Buyouts and Corporate Cashouts
Thank you so much, Neera, for that very kind introduction. I’ve long admired all that you and everyone here at the Center for American Progress do to promote a progressive economic agenda. And I share your commitment to making sure our markets are safe and efficient—and fair for all Americans. So it’s a real honor […]
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Posted in Executive Compensation, Practitioner Publications, Securities Regulation, Speeches & Testimony
Tagged Executive Compensation, Long-Term value, Repurchases, SEC, Securities regulation, Shareholder value, Taxation
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Rolling Back the Dodd-Frank Reforms
On May 24, 2018, President Trump signed into law the Economic Growth, Regulatory Relief, and Consumer Protection Act (the “Act”), marking the first set of much anticipated roll-backs of the Dodd-Frank Act of 2010. Although heralded in the media as a dramatic step away from regulatory reforms introduced by Dodd-Frank, the changes included in the […]
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Posted in Banking & Financial Institutions, Financial Regulation, Practitioner Publications, Securities Regulation
Tagged Banks, Capital requirements, Dodd-Frank Act, Financial institutions, Financial reform, Financial regulation, Liquidity, Systemic risk, Volcker Rule
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Index Fund Stewardship
In an article published in the American Economic Association’s Journal of Economic Perspectives, The Agency Problems of Institutional Investors (Bebchuk, Cohen and Hirst (2017) or “BCH”), we put forward and applied an analytical framework for understanding the monitoring and engagement decisions made by index funds. (Our article also extend the framework to actively managed funds). In light of […]
Click here to read the complete postLegislative Threat to Shareholder Rights
Shareholder rights are once again under legislative threat. Introduced May 10, HR 5756 would require the SEC to adjust resubmission thresholds for shareholder proposals. The language mirrors that of the Financial CHOICE Act in calling for substantial increases to the level of support required for proposals to stay on the ballot: the threshold for first-year […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, CHOICE Act, Corporate Governance Reform and Transparency Act, Corporate Social Responsibility, ESG, Institutional Investors, Proxy access, Proxy advisors, Securities regulation, Shareholder proposals, Shareholder voting, US House
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Implementation of MFW Standard in New York
In another significant M&A decision from the New York Supreme Court, the controlling stockholder of a Delaware corporation failed to obtain judicial deference under the so-called “MFW” framework for its merger with the corporation. The MFW framework allows a controlling stockholder transaction that would otherwise be subject to the difficult entire fairness standard of judicial review in […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, Controlling shareholders, Delaware cases, Delaware law, Fairness review, Merger litigation, Mergers & acquisitions, New York, State law
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