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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
Caremark and Reputational Risk Through #MeToo Glasses
Public and private businesses today face many decisions that do not arise from, and have consequences far beyond, solely financial performance. Rather, these decisions are primarily driven by, and implicate, important social, cultural and political concerns. They include harassment, pay equity and other issues raised by the #MeToo movement; immigration and labor markets; trade policy; […]
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Posted in Accounting & Disclosure, Boards of Directors, Court Cases, Practitioner Publications
Tagged Accountability, Boards of Directors, Business judgment rule, Caremark, Compliance & ethics, Corporate culture, Delaware cases, Delaware law, Director liability, Duty of care, Fiduciary duties, Liability standards, Management, Misconduct, Reputation
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Global Governance: Board Independence Standards and Practices
Global board practices have changed significantly in recent years. Regulatory developments, the introductions and revisions of corporate governance codes, and company-shareholder engagement have all contributed towards the improvement of standards in both developed and developing economies. In an effort to assess the landscape of global governance, we look at the current state of board governance […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Asia-Pacific, Board independence, Boards of Directors, Europe, International governance, Securities regulation
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Weekly Roundup: May 25-31, 2018
Continued Compensation to Incapacitated Controllers Posted by Ning Chiu, Davis Polk & Wardwell LLP, on Friday, May 25, 2018 Tags: Boards of Directors, Compensation committees, Controlling shareholders, Delaware cases, Delaware law, Director compensation, Duty of good faith, Executive Compensation, Fiduciary duties, Management Expanding the On-Ramp: Recommendations to Help More Companies Go and Stay Public Posted by Brian, O’Shea, U.S. Chamber of Commerce, on Friday, May 25, 2018 […]
Click here to read the complete postSpotlight on Boards 2018
The ever-evolving challenges facing corporate boards prompt an updated snapshot of what is expected from the board of directors of a major public company—not just the legal rules, but also the aspirational “best practices” that have come to have equivalent influence on board and company behavior. Today, boards are expected to:
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Posted in Boards of Directors, Executive Compensation, Practitioner Publications
Tagged Board leadership, Boards of Directors, Compensation committees, Director compensation, Engagement, Executive Compensation, Executive performance, Management, Risk management, Shareholder activism
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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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