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Program on Corporate Governance Advisory Board
- William Ackman
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier
- Renata J. Ferrari
- John Finley
- Carolyn Frantz
- Andrew Freedman
- Byron Georgiou
- Joseph Hall
- Jason M. Halper
- Paul Hilal
- Carl Icahn
- David Millstone
- Theodore Mirvis
- Maria Moats
- Erika Moore
- Carey Oven
- Morton Pierce
- Philip Richter
- Marc Trevino
- Steven J. Williams
- Daniel Wolf
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Getting Out the Retail Vote: Targeting Reddit and New Social Tools in Proxy Solicitations
The success of the get-out-the-vote campaigns for Nikola Corporation and Lucid Group shows that shareholder solicitation is not the same in the age of Robinhood and Reddit. Companies are using new communications strategies and channels to find retail shareholders and obtain their critical votes. When faced with opposition from its founder and largest shareholder for […]
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Posted in Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Engagement, Institutional Investors, Proxy advisors, Proxy voting, Reddit, Robinhood, Shareholder communications, Shareholder voting, Social media, Social networks
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Separating Ownership and Information
Our paper Separating Ownership and Information, forthcoming in the American Economic Review, provides a new perspective on the separation of ownership and control—the fundamental problem in corporate governance according to classical theories (Berle and Means 1932; Jensen and Meckling 1976). We show that the separation of ownership and control is necessary for efficient trade in […]
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Posted in Academic Research
Tagged Control rights, Information asymmetries, Information environment, Inside information, Mergers & acquisitions, Ownership, Takeovers, Tender offer
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Dealing with Activist Hedge Funds and Other Activist Investors
Introduction The SEC rule requiring a universal proxy card in director election proxy fights becomes effective today. The resurgence of activism is already in progress, and the universal proxy card may significantly facilitate some proxy contests in which an activist is seeking to elect one or more directors to a company’s board to replace incumbent(s). […]
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Posted in Corporate Elections & Voting, Mergers & Acquisitions, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Hedge funds, Proxy contests, SEC, Securities regulation, Shareholder activism, Shareholder voting, Universal proxy ballots
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Universal Proxy Rules: Roadmap for Annual Meetings
The rules adopted by the U.S. Securities and Exchange Commission (the “Commission”) in November 2021 regarding the use of “universal proxy cards” for contested director elections, and certain related matters, are set to take effect for stockholder meetings to be held after August 31, 2022. The core impact of these rules will be that both companies […]
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Posted in Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Institutional Investors, Proxy advisors, Proxy voting, SEC, Securities regulation, Shareholder voting, Universal proxy ballots
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Corporate Political Spending and State Tax Policy: Evidence from Citizens United
In January 2010, decades of legal precedent were overturned when the Supreme Court, in Citizens United v. FEC, decided that the government cannot restrict independent political expenditures by corporations, labor unions, and other associations. Critics decried the devastating impacts of independent spending by corporations. For example, the editorial board of the New York Times wrote […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research
Tagged Citizens United v. FEC, Disclosure, Political spending, State law, Taxation
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The Economics of Corporate Governance
Dimensional’s recent paper The Economics of Corporate Governance provides a concise overview of the corporate governance literature. We focus on the governance of for-profit, publicly traded corporations and address two important questions. First, for whom should such corporations be run, shareholders or stakeholders? Second, what is the impact of governance provisions on shareholder value? We ground […]
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Posted in Academic Research, Boards of Directors, ESG, Mergers & Acquisitions
Tagged Agency model, Boards of Directors, Entrenchment, ESG, Executive Compensation, Shareholder primacy, Stakeholders, Takeover defenses, Takeovers
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The Important Legacy of the Sarbanes Oxley Act
The recent, twentieth anniversary of the Sarbanes-Oxley Act (“Sarbanes”) offers an important corporate responsibility teaching moment for corporate executives, board members and their accounting and legal advisors. This is especially the case given that so many of them were not in similar positions when the law was enacted on July 30, 2002, and may be […]
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Posted in Accounting & Disclosure, Banking & Financial Institutions, Financial Regulation, Practitioner Publications, Securities Regulation
Tagged Accounting, Accounting standards, Audits, Banks, Boards of Directors, External auditors, Financial regulation, Internal auditors, PCAOB, Risk, Sarbanes–Oxley Act, Securities regulation
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ISS Provides Guidance on the Universal Proxy Card
On August 23, 2022, Institutional Shareholder Services (ISS), the leading global proxy advisory firm, issued a special situations research note on the new, mandatory “universal proxy card” rules instituted by the U.S. Securities and Exchange Commission. In its note, ISS declared the new rules the “superior” way for shareholders to exercise their voting franchise and […]
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Posted in Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Institutional Investors, Institutional Shareholder Services Inc., Proxy advisors, Proxy voting, Securities regulation, Shareholder activism, Shareholder voting, Universal proxy ballots
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Board Reforms, Stock Liquidity, and Stock Market Development
To develop financial markets, improve market liquidity and attract international capital, governments around the world are encouraged to improve their countries’ corporate governance systems and adopt internationally accepted best practices in corporate governance (e.g., OECD, 2011). However, there is little cross-country evidence in the extant literature on whether and how corporate governance reforms affect stock […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Empirical Research, International Corporate Governance & Regulation
Tagged Boards of Directors, Firm performance, Information asymmetries, Information environment, International governance, Liquidity
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SEC Climate Disclosure Comments Reveal Diversity of Views
The Securities and Exchange Commission in March published its long-awaited proposed rule requiring U.S.-listed companies and foreign private issuers to provide more in-depth and standardized climate-related information in their registration statements and annual reports. The regulator has received about 11,000 comments on the proposal—far more than usual—and continues to get submissions nearly a month after […]
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