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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
Investor Letter to CEOs: The Strategic Investor Initiative
The Strategic Investor Initiative convenes CEO-Investor Forums to provide a venue for corporations and investors to hold a meaningful conversation on long-term value creation. To guide companies in preparing long-term plans, the investor members of the Strategic Investor Initiative’s Advisory Board have developed a “Letter to Presenting Companies”. Signed by SII Co-Chair and Vanguard Chairman […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Social Responsibility, Institutional Investors, Practitioner Publications
Tagged Board oversight, Boards of Directors, Corporate Social Responsibility, Engagement, ESG, Human capital, Institutional Investors, Long-Term value, Management, Risk management, Stewardship, Sustainability
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So Long, Stockholder
As US companies put finishing touches on proxy statements for spring annual meetings, activist investors are set to challenge CEOs and corporate boards to generate more value, and quickly, or face the threat of ouster. Not even the biggest companies are immune to insurgency. So now might be a good time to reveal a simple, […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, HLS Research, Institutional Investors
Tagged BlackRock, Boards of Directors, Institutional Investors, Mutual funds, Shareholder rights, Shareholder voting, SSgA, Stewardship, Vanguard
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Engaging with Vanguard
CamberView Partners is pleased to present a new series of conversations with the people and organizations shaping the evolving investor landscape. This interview has been edited and condensed for clarity. Chris Wightman: Tell us a bit about Vanguard’s approach to Investment Stewardship. Rob Main: At Vanguard, our long-term perspective informs every aspect of our Investment […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Board composition, Boards of Directors, Climate change, Engagement, Executive Compensation, Institutional Investors, Mutual funds, Proxy voting, Risk management, Risk oversight, Shareholder voting, Stewardship, Sustainability, Taxation, Vanguard
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Tax Cuts and Shareholder Activism
The Tax Cuts and Jobs Act (the “Act”) was intended principally to simplify the tax code, reduce individual and corporate tax rates, and allow for the repatriation of cash held overseas at a discounted tax rate. But, as with any sweeping legislation, the Act will have numerous unintended consequences as well. Though all the effects […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Capital allocation, Engagement, Institutional Investors, Long-Term value, Mutual funds, Pension funds, Shareholder activism, Stewardship, Tax Cuts and Jobs Act, Taxation
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The Cost of Turning a Blind Eye
This paper considers the ramifications of the Delaware Supreme Court’s December 2017 Dell appraisal decision within the context of Delaware’s more sweeping clampdown on shareholder litigation protections in recent years, beginning with Corwin in 2015. In addition to lower deal premia and higher agency costs, the primary effects of Delaware’s post-2015 effort to dull shareholder […]
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Posted in Academic Research, Court Cases, Executive Compensation, Mergers & Acquisitions, Securities Litigation & Enforcement
Tagged Appraisal rights, Corwin, Delaware articles, Delaware cases, Delaware law, Executive Compensation, Fairness review, In re Appraisal of Dell, Merger litigation, Mergers & acquisitions, Settlements, Shareholder suits
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Sexual Harassment in Today’s Workplace
In recent months, sexual harassment allegations against well-known figures across a growing number of industries have become a common feature in news headlines. In the wake of these allegations, many companies have concluded that their current policies and procedures related to sexual harassment and discrimination are inadequate. Against the backdrop of this rapidly evolving landscape, […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged Accountability, Boards of Directors, Compliance & ethics, Corporate culture, Disclosure, Management, Misconduct, Reputation, Risk, Risk management, Whistleblowers
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Firm Level Decisions in Response to the Crisis: Shareholders vs. Other Stakeholders
One of the interesting features of the 2008 financial crisis is the wide range of relationships between changes in a country’s output and changes in unemployment. Spain and Ireland had very large increases in unemployment despite quite different falls in output. This is perhaps not very surprising because both had significant construction industries that were […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Financial Crisis, International Corporate Governance & Regulation
Tagged Fiduciary duties, Financial crisis, France, Germany, International governance, Japan, Labor markets, Okun's law, Shareholder primacy, Shocks, UK
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Freedom of Contract in LLCs
On February 1, 2018, the Delaware Court of Chancery granted defendants’ motion to dismiss an action brought by minority unitholders of Trumpet Search, LLC (“Trumpet” or the “Company”). The defendants were other unitholders that collectively held a majority of the membership units in Trumpet and, under the governing operating agreement (“OA”), had the power to […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Contracts, Corporate forms, Delaware cases, Delaware law, Fairness review, Fiduciary duties, Merger litigation, Mergers & acquisitions, Shareholder suits
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Rethinking Corporate Law During a Financial Crisis
After each financial crisis, policy and academic discussions debate what went wrong with the law of financial regulation and how the law can be improved to prevent future crises. For instance, the Panic of 1907 prompted the establishment of the Federal Reserve (the “Fed”) as the lender of last resort. In response to the banking […]
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Posted in Academic Research, Banking & Financial Institutions, Comparative Corporate Governance & Regulation, Financial Crisis, Financial Regulation, Mergers & Acquisitions, Securities Regulation
Tagged Appraisal rights, Banks, Corporate forms, Fiduciary duties, Financial crisis, Financial institutions, Financial regulation, Mergers & acquisitions, Shareholder primacy, Shareholder voting
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