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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
Activism and Takeovers
Hostile takeovers have long been considered the quintessential disciplinary governance mechanism, but a similarly confrontational strategy has lately come to prominence by way of activist hedge funds that buy into poorly run firms and use the threat of hostile tactics to pressure management into accepting specific proposals to improve shareholder value. This paper compares these […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Mergers & Acquisitions
Tagged Bidders, Boards of Directors, Firm valuation, Freezeouts, Hostile takeover, Incentives, Mergers & acquisitions, Ownership, Shareholder activism, Shareholder value, Shareholder voting, Takeovers, Tender offer
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ISS QualityScore: Environmental and Social Metrics
Along with its four pillars for governance which score companies on a one to ten scale, ISS has launched Environmental & Social (E&S) QualityScore to measure corporate disclosure on environmental and social issues. Similar to the Governance QualityScore, the measures are relative based on peer companies within a specific industry group. An initial set of […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Climate change, Disclosure, Environmental disclosure, ESG, Institutional Investors, ISS, Peer groups, Proxy advisors, Shareholder voting, Sustainability
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SEC Enforcement in Financial Reporting and Disclosure—2017 Year-End Update
We are pleased to present our annual review of enforcement activity relating to financial reporting and issuer disclosures. Much like prior reviews, this update focuses principally on the Securities and Exchange Commission (“SEC”) but also discusses other relevant trends and developments. Acting on the vision outlined by new Chairman Jay Clayton, the SEC has adopted […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Accountability, Accounting standards, Audit committee, Audits, Cybersecurity, Financial reporting, GAAP, Investor protection, Misconduct, Regulation S-K, Retail investors, SEC, SEC enforcement, Whistleblowers
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Sustainability and Liability Risk
As the Sustainability Accounting Standards Board (SASB) marches forward with its standard-setting efforts, public companies are not always receptive, with responses that are reminiscent of the rabbi’s prayer in Fiddler on the Roof: “May God bless the Czar, and keep him far away from us.” In our experience the three reasons most often given by […]
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Posted in Accounting & Disclosure, Corporate Social Responsibility, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Corporate Social Responsibility, Environmental disclosure, ESG, Filings, GAAP, Information environment, Investor protection, Liability standards, Reporting regulation, Reputation, Risk management, SEC, Sustainability
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Capital Gains Lock-In and Governance Choices
Does liquidity—the ability of shareholders to sell their shares easily—improve or harm corporate governance? Coffee (1991) and Bhide (1993) argue that liquidity is harmful for corporate governance because investors can more readily take the “Wall Street Walk” by selling their shares and thus avoid engaging in costly governance activities. In contrast, others have argued (see […]
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Posted in Academic Research, Corporate Elections & Voting, Empirical Research, Institutional Investors
Tagged Agency costs, Boards of Directors, Capital gains, Institutional Investors, Liquidity, Management, Mutual funds, Shareholder proposals, Shareholder voting, Taxation
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Overseeing Cyber Risk
Directors can add value as their companies struggle to tackle cyber risk. We put the threat environment in context for you and outline the top issues confronting companies and boards. And we identify concrete steps for boards to up their game in this complex area. You don’t need us to tell you that cyber threats are everywhere. […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged Accounting, Board oversight, Boards of Directors, Cybersecurity, Disclosure, Oversight, Privacy, Risk management
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2018 Institutional Investor Survey
The positive response to Morrow Sodali’s 2018 Institutional Investor Survey goes to show how Institutional Investors continue to recognize the importance of their stewardship activities, working to improve their investee companies’ ESG practices through corporate engagement and proxy voting. Also, fulfilling their fiduciary duty to their clients by driving changes that increase shareholder value. The […]
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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Institutional Investors
Tagged Board composition, Boards of Directors, Engagement, ESG, Executive Compensation, Institutional Investors, Proxy voting, Say on pay, Shareholder activism, Shareholder voting, Stewardship, Surveys
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How are Shareholder Votes and Trades Related?
In this paper we address several questions: Are shareholder votes a sufficient form of voice that catalyzes trades across the board? Are shareholders’ votes and trades correlated? And do shareholders update their trading patterns based on the information conveyed by other investors’ votes? We address these questions by examining the relation between votes and volume […]
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Posted in Academic Research, Boards of Directors, Corporate Elections & Voting, Institutional Investors
Tagged Boards of Directors, Exit, Institutional Investors, Management, Mutual funds, Proxy voting, Say on pay, Shareholder proposals, Shareholder voting
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Effective Sexual Misconduct Risk Management
Four years ago, the Target data breach brought a spotlight on a “new” type of risk: cybersecurity. Of course, the risk wasn’t really new, but the scale of the breach, and the size of the public reaction, was the tipping point for many boards to recognize that they needed to manage cybersecurity risk at the board level. […]
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Posted in Boards of Directors, Corporate Social Responsibility, Executive Compensation, Practitioner Publications
Tagged Board composition, Board oversight, Boards of Directors, Corporate culture, Corporate Social Responsibility, Diversity, Executive Compensation, Incentives, Management, Misconduct, Risk management
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