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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
The Purpose of the Corporation
Whether the purpose of the corporation is to generate profits for its shareholders or to operate in the interests of all of its stakeholders has been actively debated since 1932, when it was the subject of dueling law review articles by Columbia law professor Adolf Berle (shareholders) and Harvard law professor Merrick Dodd (stakeholders). Following […]
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Posted in Accounting & Disclosure, Corporate Social Responsibility, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Corporate Social Responsibility, Environmental disclosure, ESG, Europe, Institutional Investors, International governance, Long-Term value, Shareholder primacy, Transparency
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The Information Value of Corporate Social Responsibility
A significant portion of the U.S. corporate expense budget is allocated to corporate social responsibility (CSR) spending. Given its importance, there has been a long-standing debate on its desirability from shareholders’ perspective. Several studies posit that CSR creates shareholder value through maximizing stakeholder value, a result known as “doing well by doing good” (Edmans, 2011; […]
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Posted in Academic Research, Boards of Directors, Corporate Social Responsibility, Empirical Research
Tagged Board independence, Board monitoring, Boards of Directors, Corporate Social Responsibility, Decision-making, Executive turnover, Information asymmetries, Information environment, Management, Stakeholders
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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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