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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
Board Performance Evaluations that Add Value
Annual board evaluations are now commonplace for both for-profit and non-profit organizations, with specific board evaluation recommendations forming a key component in nearly every major corporate governance standard, review or report internationally. Recent data on US boards from the global consulting firm Spencer Stuart shows that 98% of S&P 500 boards conduct a board evaluation […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Practitioner Publications
Tagged Board evaluation, Board performance, Boards of Directors, Firm performance, Shareholder value
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Weekly Roundup: May 11-17, 2018
Rethinking Successor Criminal Liability, for the First Time Posted by Mihailis Diamantis (University of Iowa), on Friday, May 11, 2018 Tags: Compliance and disclosure interpretation, Corporate crime, Corporate liability, Incentives, Liability standards, Management, Mergers & acquisitions, Misconduct, Public enforcement, Spinoffs, Succession The Investor Stewardship Group’s Governance Principles Posted by Anne Meyer, Don Cassidy, and Rajeev Kumar, Georgeson LLC, on Friday, May 11, 2018 Tags: Accountability, Board communication, Boards of Directors, Corporate Social […]
Click here to read the complete postFailure to Disclose a Cybersecurity Breach
On April 24, 2018, Altaba, formerly known as Yahoo, entered into a settlement with the Securities and Exchange Commission (the “SEC”), pursuant to which Altaba agreed to pay $35 million to resolve allegations that Yahoo violated federal securities laws in connection with the disclosure of the 2014 data breach of its user database. The case […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement
Tagged Cybersecurity, Disclosure, Risk disclosure, Risk management, SEC, SEC enforcement, Securities enforcement, Securities regulation, Settlements
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Do Institutional Investors Drive Corporate Social Responsibility? International Evidence
In making investment decisions, shareholders today are asked to assess, and can easily track, not only measures of a firm’s financial performance, but also metrics covering a firm’s environmental and social (E&S) performance—two components of corporate social responsibility. Yet, whether E&S performance is beneficial to the average shareholder remains controversial. In our article, we take […]
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Posted in Academic Research, Corporate Social Responsibility, Empirical Research, Institutional Investors, International Corporate Governance & Regulation
Tagged Corporate culture, Corporate Social Responsibility, ESG, Firm performance, Institutional Investors, International governance, Netherlands, Ownership, Public interest
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The Unresolved Quandary of Disclosure of Executive Illness
Since at least the mid-1990s the question of disclosure by public companies about the health of their executives has been the subject of scholarly commentary and the business press. Interest in this issue was revived with the recent death of the CEO of CSX Corporation, Hunter Harrison. He joined CSX in March 2017. Press reports […]
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Posted in Academic Research, Accounting & Disclosure, Securities Litigation & Enforcement
Tagged Class actions, Corporate liability, Disclosure, Fraud-on-the-Market, Management, Manager characteristics, Market reaction, Materiality, Rule 10b-5, SEC enforcement, Securities enforcement, Securities fraud, Securities regulation
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An Early Look at US 2018 Proxy Season Trends
The U.S. proxy season is in full swing, with about 4,000 general meetings (or approximately 60% of annual meeting volume covered by ISS research) taking place in the months of April, May, and June. As we reach the end of April, investors are making voting decisions about the highest volume of meetings, which take place […]
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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Board composition, Boards of Directors, Diversity, Executive Compensation, Institutional Investors, Proxy disclosure, Proxy season, Section 162(m), Shareholder meetings, Shareholder voting, Virtual meetings
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Delaware’s Unwarranted Assumption in DCF Pricing
Every valuator’s kit bag includes income-based approaches such as discounted cash flow or the direct capitalization of earnings, by which to determine fair value or value using other standards. Delaware fair value proceedings have predominantly adopted the erroneous assumption that capital expenditures should equal the sum of depreciation and amortization in determining terminal value. The […]
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Posted in Academic Research, Court Cases, Empirical Research, Mergers & Acquisitions
Tagged Appraisal rights, Capital allocation, Capital expenditures, Cash flows, Delaware law, Fair values, Firm valuation, Mergers & acquisitions, U.S. federal courts
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Discovery Trends in Litigation Finance Arrangements
The last few years have seen a sharp rise in the use of third party litigation funding for plaintiffs and their counsel. That trend has given rise to questions as to these arrangements, including their legality, practicality, terms, and—importantly for investors wishing to remain behind the scenes—the extent to which the arrangements must be disclosed. […]
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Posted in Accounting & Disclosure, Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged California, Disclosure, Discovery, New York, Securities litigation, State law
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CII Comment Letter to MSCI On Unequal Voting Structures
May 9, 2018 MSCI Equity Index Committee 7 World Trade Center 250 Greenwich Street New York, NY 10007 Dear Members of the MSCI Equity Index Committee: I am writing in response to MSCI’s Consultation on the Treatment of Unequal Voting Structures in the MSCI Equity Indexes (Expanded Consultation), which generally contemplates incorporating the proportion of […]
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