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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
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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Weekly Roundup: February 9–15, 2018
Updated BlackRock Proxy Voting Guidelines Posted by Ellen Odoner and Aabha Sharma, Weil, Gotshal & Manges LLP, on Friday, February 9, 2018 Tags: BlackRock, Board composition, Board independence, Board oversight, Boards of Directors, Classified boards, Clawbacks, Disclosure, Diversity, Dual-class stock, Engagement, ESG, Institutional Investors, Overboarding, Proxy voting, Shareholder voting, Staggered boards Regulating Public Offerings of Truly New Securities: First Principles Posted by Merritt B. Fox (Columbia Law School), on Friday, February 9, 2018 Tags: Adverse […]
Click here to read the complete postMutualism: Reimagining the Role of Shareholders in Modern Corporate Governance
Tonight [Feb. 13, 2018], I want to talk to you about something that has been vigorously debated in recent years: What is, and what should be, the role of the corporate shareholder? In the spirit of being in California, this debate could be summarized as follows: Are shareholders merely extras in the corporate movie? Or […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation, Speeches & Testimony
Tagged Board composition, Boards of Directors, Capital markets, Cybersecurity, Diversity, Dual-class stock, Engagement, Institutional Investors, Risk management, Securities regulation, Shareholder activism, Shareholder voting
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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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