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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
Lazard’s 1Q 2018 13F Filing Analysis
Rule 13F-1 of the Securities Exchange Act of 1934 requires institutional investors with discretionary authority over more than $100m of public equity securities to make quarterly filings on Schedule 13F Schedule 13F filings disclose an investor’s holdings as of the end of the quarter, but generally do not disclose short positions or holdings of certain […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, Practitioner Publications
Tagged Blockholders, Exchange Act, Filings, Hedge funds, Schedule 13D, Schedule 13F, Shareholder activism, Shareholder voting
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Measuring the Impact of Median Employee Pay on the CEO Pay Ratio
For the first time, the Securities and Exchange Commission (SEC) mandated that thousands of companies disclose the ratio of CEO pay to median employee pay (“ratio”) in their annual proxy statements for 2018. The S&P 500 company ratios disclosed thus far show substantial variation, with a median of 155:1 and a range from 0:1 to […]
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Posted in Accounting & Disclosure, Boards of Directors, Executive Compensation, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Compensation committees, Compensation disclosure, Compensation ratios, Dodd-Frank Act, Executive Compensation, Labor markets, Management, Say on pay, SEC, Securities regulation
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Post-Dell Appraisal—Still Work to be Done
In the aftermath of the long-awaited Delaware Supreme Court appraisal decisions in Dell (which we reviewed in a previous note) and DFC, there was cautious optimism that the court’s guidance would eliminate or at least significantly reduce the uncertainty that surrounded appraisal proceedings in Delaware courts in recent years. It was hoped that the decisions […]
Click here to read the complete postBoard Lessons: Succeeding with Investors in a Crisis
Each year, a small number of companies confront crisis-level events that draw high-profile scrutiny from a range of stakeholders. A well-executed emergency response plan can help limit the immediate fallout from a negative incident. However, in recent years, the companies that have been the most successful in managing the longer-term effects of a crisis have […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Board communication, Board independence, Boards of Directors, Disclosure, Engagement, Institutional Investors, Reputation, Risk, Risk management, Shareholder voting
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Cheap-Stock Tunneling Around Preemptive Rights
In a paper recently posted on SSRN, Cheap-Stock Tunneling Around Preemptive Rights, we show that preemptive rights are much less effective at protecting outside investors than is widely believed. Corporate insiders may engage in tunneling—transactions to transfer value from outside shareholders to themselves. Reducing tunneling is corporate law’s most basic function, as fear of tunneling […]
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Posted in Academic Research, Empirical Research, HLS Research, Securities Regulation
Tagged Capital formation, Conflicts of interest, Controlling shareholders, Equity offerings, Information asymmetries, Investor protection, Offer pricing, Shareholder rights, Tunneling
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The Hypocrisy of Hedge Fund Activists
In virtually every activism campaign, hedge fund activists don the mantle of the shareholders’ champion and accuse the target company’s board and management of subpar corporate governance. This claim to having “best practices of corporate governance” at heart is hollow—even hypocritical—as evidenced by at least three examples: hedge fund activists actually undermine the shareholder franchise, […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Board composition, Board independence, Boards of Directors, Diversity, Governance standards, Hedge funds, Institutional Investors, Settlements, Shareholder activism, Shareholder voting, Takeover defenses
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Anticipating and Planning for Geopolitical & Regulatory Changes
Late in 2017, the EY Center for Board Matters highlighted the importance of anticipating and planning for geopolitical and regulatory changes in our report, Top priorities for US boards in 2018. That priority has since intensified. In the first few months of 2018, US stock indexes experienced the highest levels of volatility since 2014. Long-standing […]
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Posted in Boards of Directors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Boards of Directors, Engagement, International governance, Management, Risk, Risk management, Risk oversight
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How To Avoid Bungling Off-Cycle Engagements with Stockholders
Many clients are now turning from their annual meeting to plans for off-cycle engagements with their institutional investors, including the passive strategy behemoths (Blackrock, State Street and Vanguard which tend to own, in the aggregate, around 20% of many of our mid- and large-cap clients), traditional actively managed funds, pension funds, and hedge funds. The […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Engagement, Index funds, Institutional Investors, Long-Term value, Proxy season, Shareholder meetings, Shareholder voting
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Nomination Committees and Corporate Governance: Lessons from Sweden and the UK
The board of director nomination-process is a particularly important but largely ignored aspect of corporate governance. It has been ignored in relation to the attention that has been paid to other corporate governance committees, such as the remuneration and audit committees. Both of these appear to have greater relevance to the financial performance of firms […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Institutional Investors, International Corporate Governance & Regulation
Tagged Agency costs, Board oversight, Boards of Directors, Conflicts of interest, Corporate culture, Director nominations, Engagement, EU, Institutional Investors, International governance, Nominating committees, Ownership, Sweden, UK
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