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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
10 Tips for Upcoming Annual Shareholder Meetings
With spring beginning, many public companies are getting ready for their annual shareholder meetings. Here are some tips to consider as part of the planning process. Meeting Logistics. Check and double-check meeting logistics. While this may sound basic, it is important to confirm and reconfirm the venue, in addition to all meeting participants and service […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Engagement, Institutional Investors, Rule 14a-8, Shareholder meetings, Shareholder proposals, Shareholder voting
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Review and Analysis of 2017 U.S. Shareholder Activism
Shareholder activist hedge funds grew modestly in 2017, not yet restoring global activist fund assets under management (“AUM”) to 2015 highs. Moreover, the rate of formation of new activist funds continued to decline, and the “winners” in this environment—those activists attracting the most new capital—seemed to be the well-established activists with strong brand names and […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Mergers & Acquisitions, Practitioner Publications
Tagged BlackRock, Boards of Directors, Corporate Social Responsibility, ESG, Institutional Investors, Institutional voting, Mutual funds, Shareholder activism, Vanguard
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Real Talk on Executive Compensation
This post summarizes and paraphrases comments shared at a roundtable on executive compensation that CII organized on Jan. 9, 2018, in Denver, CO. Participants included representatives of asset owners, asset managers, employee unions, corporations and think tanks. By design, investor representatives constituted a significant majority of roundtable participants, while executive compensation consultants and proxy advisors […]
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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged CD&A, Compensation guidelines, Engagement, Executive Compensation, Incentives, Institutional Investors, Institutional voting, Management, Say on pay, Transparency
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Selecting Directors Using Machine Learning
In this paper, we present a machine-learning approach to selecting the directors of publicly traded companies. In developing the machine learning algorithms, we contribute to our understanding of governance, specifically boards of directors, in at least three ways. First, we evaluate whether it is possible to construct an algorithm that accurately forecasts whether a particular […]
Click here to read the complete postDiscounted Deal Price in Appraisal Litigation
In a trio of recent appraisal decisions, Delaware courts declined to use the deal price as the best evidence of fair value, instead using discounted cash flow analyses (“DCF”) and the unaffected market price to determine fair values below the merger consideration. Building on the trend reflected in the Delaware Supreme Court’s high-profile 2017 decisions […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Appraisal rights, Arbitrage, Delaware cases, Delaware law, Firm valuation, Merger litigation, Mergers & acquisitions
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Agency Conflicts Around the World
We offer a novel approach to measuring agency conflicts. Instead of counting governance provisions that are endogenous to the prevalence of agency conflicts and the institutional and legal environment, we construct theory-grounded indexes of agency conflicts based on revealed managerial preferences. For this purpose, we develop and estimate a dynamic capital structure model augmented by […]
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Posted in Academic Research, Empirical Research, International Corporate Governance & Regulation, Securities Regulation
Tagged Agency costs, International governance, Management, Managerial style, Minority shareholders, Ownership, Private benefits of control, Securities regulation
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Unequal Voting and the Business Judgment Rule
Increasingly, company founders have been opting to shore up control by creating voting structures that undercut shareholder voting power, where only a decade ago almost all chose the standard and accepted one-share, one-vote structure. Now the Snap Inc. initial public offering has gone even further with the first-ever non-voting stock model. By offering stock in […]
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Posted in Academic Research, Boards of Directors, Corporate Elections & Voting, Securities Regulation
Tagged Boards of Directors, Capital structure, Controlling shareholders, Dual-class stock, Securities regulation, Shareholder voting
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In the Spirit of Full Cybersecurity Disclosure
On February 21, 2018, the SEC issued interpretive guidance (the “release”) in response to the pervasive increase in digital technology as well as the severity and frequency of cybersecurity threats and incidents. The release largely refreshes existing SEC staff guidance related to cybersecurity and, like that guidance, does not establish any new disclosure obligations but […]
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Posted in Accounting & Disclosure, Boards of Directors, Securities Regulation
Tagged Boards of Directors, Cybersecurity, Disclosure, Insider trading, Regulation FD, Risk management, Risk oversight, SEC, Securities regulation, Transparency
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