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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
A Second Bite at the Apple for Shareholder Activists to Nominate Directors?
Now that we are midway into the 2018 proxy season, most deadlines for shareholder submissions of director nominations for upcoming annual meetings have come and gone. Nevertheless, shareholder activists who have missed a nomination deadline for whatever reason should be aware that in certain circumstances they may have a second bite at the apple. Where […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, Delaware law, Director nominations, Disclosure, Materiality, New York, Proxy season, Securities litigation, Shareholder activism, Shareholder nominations, Shareholder voting, State law
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Recent Trends in Securities Class Action Litigation: 2017 Full-Year Review
In the 25th anniversary edition of NERA’s annual study, Recent Trends in Securities Class Action Litigation, we examine trends in securities class action filings and resolutions in 2017. New findings discussed in this year’s report include an increase in filings, again led by a doubling of merger-objection filings. Highlights of the 2017 report include: A […]
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Posted in Court Cases, Institutional Investors, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Class actions, Institutional Investors, Merger litigation, Mergers & acquisitions, Pension funds, Securities enforcement, Securities litigation
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Board Classification and Diversity in Recent IPOs
Recent tech IPOs such as Snap, Square Inc., Blue Apron, Stitch Fix Inc. and, most recently, Spotify, have all made headlines. In terms of corporate governance, board classification and gender composition are typically a major focal point in these initial offerings. While they don’t have to immediately meet the same criteria as long-time public companies, […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications
Tagged Board composition, Board performance, Boards of Directors, Classified boards, Diversity, Glass Lewis, IPOs, ISS, Proxy advisors, Proxy voting
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How to Be a Good Board Chair
What do good board chairs do in and outside the board room? To explore this questions, INSEAD Corporate Governance Centre launched a research project that included a survey of 200 board chairs from 31 countries, 80 interviews with chairs, and 60 interviews with board members, shareholders and CEOs. An effective chair, the people in our […]
Click here to read the complete postThreat of Falling High Status and Corporate Bribery: South Korean Evidence
What leads firms to engage in large-scale bribery of politicians? High-level politicians make decisions that shape the competitive landscape in the private sector, and recent years have witnessed a global surge in cases of blatant corruption involving prominent companies and senior politicians. But theory and evidence are scant about the firm-level determinants of corporate corruption […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, International Corporate Governance & Regulation
Tagged Anti-corruption, Behavioral finance, Corporate crime, Family firms, International governance, Korea, Market efficiency, Reputation, Social capital, Social networks
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Corporate Governance Deviance
Societies throughout the world utilize a wide range of corporate governance mechanisms to govern their corporations. Normally, most societies use rules and norms to get corporations to conform to traditional corporate governance practices; and most corporations do conform to this national governance logic. However, some corporations do not conform to the logic in which they […]
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Posted in Academic Research, Banking & Financial Institutions, Comparative Corporate Governance & Regulation, Financial Regulation, International Corporate Governance & Regulation, Securities Regulation
Tagged Corporate culture, Financial institutions, Financial regulation, Innovation, International governance, Peer groups, Public enforcement, Risk management, Securities regulation, Shareholder primacy, Stakeholders
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Is There a Gender Gap in CEO Compensation?
Our research examines whether there is a gender pay gap in CEO compensation. Issues surrounding the gender pay gap have attracted considerable academic and media attention over the past few decades (Blau & Kahn, 2017). The growing presence of women in CEO roles has spurred interest in understanding how gender may affect the treatment of […]
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Posted in Academic Research, Empirical Research, Executive Compensation
Tagged Compensation ratios, Diversity, Executive Compensation, Management
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Lazard’s 1Q 2018 Activism Review
Key Observations on the Activist Environment in 1Q 2018 Source: Activist Insight, FactSet and public filings as of 3/31/2018. Note: All data is for campaigns conducted globally by U.S. and European activists at companies with market capitalizations greater than $500 million at time of campaign announcement. 1. Activist activity reached new heights in 1Q 2018 both […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Capital markets, ESG, Europe, Hedge funds, Institutional Investors, Institutional voting, International governance, Mergers & acquisitions, Shareholder activism
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Corporate Culture Risk and the Board
Introduction: “Where was the board?” Recent corporate scandals linked to problematic company cultures have resulted in questions such as “where was the board?” and “shouldn’t the board have known?” In some cases, board members themselves may have wondered why they were not informed of cultural problems and asked, “should we have conducted more due diligence?” […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged Board monitoring, Board oversight, Boards of Directors, Compliance & ethics, Corporate culture, Disclosure, Management, Risk, Risk management, Risk oversight
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