-
Supported By:
Subscribe or Follow
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
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, […]
Click here to read the complete post
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
Comments Off on Board Classification and Diversity in Recent IPOs
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 […]
Click here to read the complete post
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
Comments Off on Threat of Falling High Status and Corporate Bribery: South Korean Evidence
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 […]
Click here to read the complete post
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
Comments Off on Corporate Governance Deviance
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 […]
Click here to read the complete post
Posted in Academic Research, Empirical Research, Executive Compensation
Tagged Compensation ratios, Diversity, Executive Compensation, Management
Comments Off on Is There a Gender Gap in CEO Compensation?
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 […]
Click here to read the complete post
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
Comments Off on Lazard’s 1Q 2018 Activism Review
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?” […]
Click here to read the complete post
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
Comments Off on Corporate Culture Risk and the Board
Weekly Roundup: April 13–19, 2018
2018 Proposed Amendments to the Delaware General Corporation Law Posted by John Mark Zeberkiewicz and Stephanie Norman, Richards, Layton & Finger, P.A., on Friday, April 13, 2018 Tags: Appraisal rights, Charter & bylaws, Delaware law, DGCL, DGCL Section 102, DGCL Section 204, DGCL Section 205, DGCL Section 262, Mergers & acquisitions, Shareholder voting, State law Dodd-Frank is a Pigouvian Regulation Posted by Aaron M. Levine (Sullivan & […]
Click here to read the complete postThe Importance of Alleging Control: Between Corwin and MFW
The Delaware Court of Chancery recently held that individual members of Rouse Properties Inc.’s board of directors, who negotiated and approved a merger with the company’s largest stockholder in 2016, were protected under Corwin by the business judgment rule from claims by plaintiff stockholders that the board, allegedly controlled by the stockholder, had breached their […]
Click here to read the complete post
Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Business judgment rule, Controlling shareholders, Corwin, Cross-border transactions, Delaware cases, Delaware law, Fairness review, Fiduciary duties, Merger litigation, Mergers & acquisitions, REITs
Comments Off on The Importance of Alleging Control: Between Corwin and MFW