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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
Stock Market Short-Termism’s Impact
Stock-market driven short-termism is crippling the American economy, according to legal, judicial, and media analyses. Firms are forgoing the R&D they need, sharply cutting capital expenditures, and buying back their own stock so feverishly that they starve themselves of cash. The stock market is the primary cause: corporate directors and senior executives cannot manage for […]
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Posted in Academic Research, HLS Research, Institutional Investors
Tagged Blockholders, Boards of Directors, Institutional Investors, Investor horizons, Long-Term value, R&D, Shareholder activism, Short-termism, Venture capital firms
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Principles and Best Practices for Virtual Annual Shareowner Meetings
State laws require companies to hold annual meetings of their shareowners to elect directors and to allow their shareowners to vote on matters in which a vote by shareowners is required for approval. In that context shareowners may be permitted to ask questions about items on the ballot prior to voting. The annual meeting often […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Engagement, Institutional Investors, Shareholder meetings, Virtual meetings
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CEO Pay Ratio: A Deep Data Dive
The introduction of the CEO Pay Ratio has created interest not only in how CEO compensation compares against pay for a company’s median employee, but also how employee pay compares across companies and industry sectors. The SEC required companies with a fiscal year beginning on or after January 1, 2017 to disclose their CEO pay ratio for the […]
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Posted in Accounting & Disclosure, Executive Compensation, Practitioner Publications
Tagged Accounting, Compensation disclosure, Compensation ratios, Dodd-Frank Act, Executive Compensation
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US Contentious Situations Update
As the U.S. proxy season is heating up, activity in contentious situations remains as energetic as ever, with a healthy number of high-profile company targets, personal disputes, and even unexpected shareholder alliances. While it is still relatively early in the year, we begin to see some interesting patterns. Many of the largest companies that have […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Institutional Investors, Proxy contests, Settlements, Shareholder activism, Shareholder voting
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Do Founders Control Start-Up Firms that Go Public?
Startup founders, who typically must cede control of their firms to obtain VC financing, are widely believed to regain control in the event of an IPO. This view is reinforced by the media salience of prominent founders such as Facebook’s Mark Zuckerberg, Google’s Sergey Brin and Larry Page, and Snap’s Evan Spiegel. Trevor Kalanick’s loss […]
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Posted in Academic Research, Boards of Directors, Empirical Research, HLS Research, Mergers & Acquisitions
Tagged Boards of Directors, Dual-class stock, IPOs, Management, Mergers & acquisitions, Shareholder voting, Tech companies, Venture capital firms
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Directors’ Notes: A Trap for the Unwary?
“To take notes or not to take notes—that is the question” often asked in corporate board rooms today. As a matter of good governance, it is important that the minutes serve as the single, clear, official record of each in-person or telephonic board and committee meeting. Board materials that are circulated and discussed at the […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged Board meetings, Board performance, Boards of Directors, Cybersecurity, Delaware cases, Discovery, Shareholder suits
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China as a “National Strategic Buyer”: Towards a Multilateral Regime for Cross-Border M&A
Unlike the case of cross-border trade, there is no explicit international governance regime for cross-border M&A; rather, there is a shared understanding that publicly traded companies are generally available for purchase to any bidder—domestic or foreign—willing to offer a sufficiently large premium over a target’s stock market price. This expectation is of course limited by […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, International Corporate Governance & Regulation, Mergers & Acquisitions
Tagged Acquisitions, China, Cross-border transactions, Incentives, International governance, Mergers & acquisitions, State control
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Regulatory Reform Should Spur Consolidation
[The May 22, 2018] passage by the House of Representatives of a bill raising the “SIFI threshold”—the threshold for banks to be deemed systemically important financial institutions and subject to more burdensome regulation—from $50 billion to $250 billion brings welcome relief that should spur bank M&A activity. Now that the bill has passed both chambers […]
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Posted in Banking & Financial Institutions, Financial Regulation, Mergers & Acquisitions, Practitioner Publications
Tagged Banks, Capital requirements, Dodd-Frank Act, Federal Reserve, Financial institutions, Financial regulation, Liquidity, Mergers & acquisitions, Systemic risk, Volcker Rule
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The Xerox Takeover Saga
On April 27, 2018, the New York State Supreme Court issued an important decision temporarily blocking a proposed business combination between Xerox Corporation (“Xerox”) and Fuji Xerox Co., Ltd. (“Fuji Xerox”), the longstanding joint venture between Xerox and Fujifilm Holdings Corporation (“Fuji”). The “lynchpin” of the Court’s decision to block the transaction turned on the […]
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Posted in Boards of Directors, Court Cases, Institutional Investors, Mergers & Acquisitions, Practitioner Publications
Tagged Advanced notice, Boards of Directors, Charter & bylaws, Conflicts of interest, Management, Mergers & acquisitions, New York, Shareholder nominations
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Labor Representation in Governance as an Insurance Mechanism
Is labor representation on the board of directors bad? Not necessarily. It can improve risk sharing between employers and employees without hurting shareholders, according to our study on the German experience. Germany requires 50% employee representation on the supervisory board when firms have more than 2,000 employees working in Germany. We study establishment-level data on […]
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