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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 Christine Davine
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Field Visits by Directors
You can understand nothing, absolutely nothing, about the operating culture of any company by sitting around the boardroom table. At the boardroom table you “eat what you are fed” by the top management team. A recent example is the Wells Fargo bank board. It turns out that some millions of fraudulent accounts were created over […]
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Posted in Academic Research, Accounting & Disclosure, Boards of Directors
Tagged Accountability, Board independence, Board monitoring, Board oversight, Boards of Directors, Corporate culture, Misconduct, Oversight, Risk management
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Delaware M&A Lessons From 2017 and Outlook For 2018
Shareholder Activism Shareholder activism continued to make headlines in 2017 with record amounts of capital spent targeting corporations, including Arconic, Procter & Gamble, ADP, General Motors, CSX Corporation, and Deckers Outdoor Corporation, among others. In some of these contests, activists pursued litigation. For example, Marcato Capital Management filed suit against the board of Deckers Outdoor […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Regulation
Tagged Appraisal rights, Books and records, Business judgment rule, Corwin, Delaware cases, Delaware law, Derivative suits, DGCL Section 220, Director compensation, Fiduciary duties, In re Appraisal of Dell, Liability standards, Merger litigation, Mergers & acquisitions, Proxy contests, Securities regulation, Shareholder activism
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Time Is Money: The Link Between Over-Boarded Directors and Portfolio Value
The latest publication on corporate governance from the SBA analyzes the number of directorships at U.S. companies and its correlation with company stock performance. The investment study reviews “over-boarded” directors at U.S. companies within the Russell 3000 stock index and finds a strong inverse relationship between the level of directorships and total shareholder return (TSR) […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Accountability, Board monitoring, Board performance, Boards of Directors, Firm performance, Florida SBA, Institutional Investors, Overboarding, Shareholder value, TSR
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New Evidence, Proofs, and Legal Theories on Horizontal Shareholding
When the leading shareholders of horizontal competitors overlap, horizontal shareholding exists. In my initial Harvard Law Review article on horizontal shareholding (discussed on the Forum here), I showed that economic theory and two intra-industry studies indicated that high levels of horizontal shareholding in concentrated product markets can have anticompetitive effects, even when each individual horizontal […]
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Posted in Academic Research, Empirical Research, Institutional Investors, International Corporate Governance & Regulation, Mergers & Acquisitions, Securities Regulation
Tagged Antitrust, Common ownership, Diversification, Europe, Executive Compensation, Incentives, Index funds, Institutional Investors, International governance, Market efficiency, Ownership, Peer groups, Securities regulation, Shareholder voting
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2018 Proxy Season Preview
As boards and executives work to identify strategic opportunities and address shifting risk and business environments, institutional investors too are seeking to strengthen and protect their holdings for the long-term. With this in mind, investors are increasingly engaging with companies. At the same time, the historically diverse priorities of the wide range of institutional investors […]
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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, Director qualifications, Diversity, Environmental disclosure, ESG, Executive Compensation, Human capital, Institutional Investors, Pay for performance, Proxy voting, Shareholder proposals, Shareholder voting, Sustainability
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Derivative Litigation and Stockholder Preclusion
The Delaware Supreme Court recently unanimously affirmed the Delaware Court of Chancery’s dismissal of a stockholder derivative claim against directors of Wal-Mart, holding that these claims were precluded because a federal court in Arkansas had already dismissed a derivative claim filed by different Wal-Mart stockholders. The Supreme Court held that an exception to the general […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Anti-corruption, Delaware cases, Delaware law, Derivative suits, Jurisdiction, Securities litigation, Shareholder suits, Standing, State law
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BlackRock Talks … and U.S. Companies Must Listen
In BlackRock CEO and Co-founder Larry Fink’s annual letter to companies on January 16, he issued a call to action for companies to have “a clear sense of purpose.” To BlackRock, having “a clear sense of purpose” means much more than simply delivering quarterly financial results—companies will be expected to have a strong commitment to […]
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Posted in Boards of Directors, Corporate Elections & Voting, Corporate Social Responsibility, Institutional Investors, Practitioner Publications
Tagged BlackRock, Boards of Directors, Corporate Social Responsibility, Engagement, Glass Lewis, Index funds, Institutional Investors, ISS, Mutual funds, Proxy advisors, Shareholder voting, Stewardship
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High-Frequency Measures of Informed Trading and Corporate Announcements
While the activities of privately informed traders have been studied extensively, it remains a challenge to obtain empirical evidence on trading by informed investors because of the difficulty of determining when trades result from private information. In this article, we use comprehensive transactions datasets to analyze informed trading around three unscheduled corporate announcements (M&As, SEOs, […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, Mergers & Acquisitions
Tagged Accounting, Dividends, Earnings announcements, Financial reporting, Information asymmetries, Information environment, Inside information, Market reaction, Merger announcements, Mergers & acquisitions
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Picking Friends Before Picking (Proxy) Fights: How Mutual Fund Voting Shapes Proxy Contests
Over the past two decades the frequency of proxy contests for board representation or control has increased as shareholder activism has become both an established investment strategy and an important form of corporate governance. Since dissidents are typically minority stockholders, a successful campaign, such as Trian Partners’ intervention at Procter and Gamble Co., requires support […]
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Posted in Academic Research, Boards of Directors, Corporate Elections & Voting, Empirical Research, Institutional Investors
Tagged Boards of Directors, Hedge funds, Institutional Investors, Minority shareholders, Mutual funds, Proxy contests, Proxy fights, Shareholder activism, Shareholder nominations, Shareholder voting
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2017 Delaware Corporate Law Year in Review
In 2017, the Delaware courts once again issued many substantive corporate law decisions covering a wide range of issues critical to boards, stockholders, and officers. In addition, decisions from recent years continued to impact Delaware litigation, especially in the reduction of disclosure-based, settlement-driven M&A litigation as a result of the Court of Chancery’s Trulia decision. […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Alternative entities, Appraisal rights, Benefit corporation, Boards of Directors, Books and records, Delaware cases, Delaware law, Director compensation, Dual-class stock, Executive Compensation, Merger litigation, Mergers & acquisitions, Recapitalization, Shareholder activism
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