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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
Activists and Socially Responsible Investing
At first blush, activists embracing socially responsible investing sounds like an oxymoron. After all, a common perception is that activist investors are solely financial engineers who seek short-term stock market gains by leveraging balance sheets, selling off valuable corporate assets and imprudent cost-cutting of R&D and other long-term value creators. What could be farther from […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Corporate Social Responsibility, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Corporate Social Responsibility, ESG, Institutional Investors, Long-Term value, Shareholder activism, Shareholder proposals, Shareholder voting
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2017 Year in Review: Corporate Governance Litigation & Regulation
Delaware courts have recently issued decisions that have fundamentally altered corporate governance litigation. In 2016, the Court of Chancery changed the landscape for resolution of class actions on the basis of “disclosure-only” settlements, i.e., settlements without any monetary payment to the class. In In re Trulia, Inc. Stockholder Litig., the Court of Chancery refused to […]
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Posted in Boards of Directors, Corporate Elections & Voting, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Appraisal rights, Blockchain, Books and records, Controlling shareholders, Corwin, Delaware cases, Delaware law, DGCL, DGCL Section 220, Disclosure, Fairness review, In re Appraisal of Dell, In re Trulia, Merger litigation, Mergers & acquisitions, Settlements, Shareholder suits, State law
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Destructive Collectivism: Dodd-Frank Coordination and Clearinghouses
Research on financial regulation consistently focuses on several critical paradigms, including, inter alia, the calls for better economic justification of regulations and the role of the Financial Stability Oversight Council (FSOC). Prominent commentators, including Robert Bartlett, John Coates, Jeffrey Gordon, Robert Jackson, Eric Posner, Cass Sunstein, and others, have dissected the pros and cons, as […]
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Posted in Academic Research, Accounting & Disclosure, Derivatives, Financial Regulation, Securities Regulation
Tagged Accounting, CFTC, Clearing houses, Derivatives, Dodd-Frank Act, Financial regulation, FSOC, Incentives, Information environment, Jurisdiction, Market efficiency, SEC, Securities regulation
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A Long/Short Incentive Scheme for Proxy Advisory Firms
In our new paper, we propose a novel framework for an incentive pay scheme for proxy advisory firms. Proxy advisory firms play an influential role and wield extensive influence over major corporate decisions in the United States and all over the world. The leading proxy advisory firms—Institutional Shareholder Services (“ISS”) and Glass, Lewis & Co. […]
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Posted in Academic Research, Boards of Directors, Corporate Elections & Voting
Tagged Glass Lewis, Incentives, ISS, Proxy advisors, Say on pay, Shareholder voting
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From Talking the Talk to Voting the Votes
Management teams at companies often say that they wished they had more clarity from their investors as to the types of sustainability data and disclosures that they would like to see. They believe that it is difficult to understand which, if any, of the many different surveys and questionnaires that they get from data providers, […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, Corporate Social Responsibility, Practitioner Publications, Securities Regulation
Tagged Accounting, Corporate Social Responsibility, Disclosure, Environmental disclosure, ESG, Market efficiency, Proxy advisors, Proxy voting, Public interest, SASB, Securities regulation, Shareholder voting, Sustainability
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Mergers and Acquisitions: 2018 With a Brief Look Back
M&A vastly accelerated in the fourth quarter of 2017, as confidence increased in the likelihood of U.S. tax and regulatory reform. U.S. M&A in particular had a very strong fourth quarter, with the volume in that quarter accounting for more than a third of the full year’s volume and up 75% from the third quarter. […]
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Posted in International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications, Private Equity
Tagged Antitrust, Appraisal rights, Banks, China, Cross-border transactions, Financial institutions, International governance, Merger litigation, Mergers & acquisitions, Private equity, Shareholder activism, Tax Cuts and Jobs Act, Taxation, Tech companies
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Activism in 2018
Two years ago, we explained to clients that the shareholder activism landscape was undergoing significant change. Returns at many of the “brand name” activist funds were down, companies had become savvier at messaging to their investors about why their positions on areas of activist focus were well-founded and, in numerous cases, companies had preemptively taken […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Mergers & Acquisitions, Practitioner Publications
Tagged Board composition, Boards of Directors, Diversity, Hedge funds, Index funds, Institutional Investors, Long-Term value, Mergers & acquisitions, Proxy contests, Shareholder activism, Shareholder voting
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The Effects of Investment Bank Rankings: Evidence from M&A League Tables
In the article The Effects of Investment Bank Rankings: Evidence from M&A League Tables, forthcoming in the Review of Finance, we study how league tables affect the behavior of investment banks in the M&A industry. League tables are simple rankings based on banks’ market shares. Anecdotal evidence suggests that banks pay a lot of attention […]
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Posted in Academic Research, Banking & Financial Institutions, Empirical Research, Mergers & Acquisitions
Tagged Banks, Fairness review, Financial institutions, Incentives, Investment banking, League tables, Mergers & acquisitions, Peer groups, Reputation
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The Corporate Governance World in 2018: A Global Review
2017 was an eventful year in corporate governance. With significant shifts in investor preferences, voting outcomes, societal norms, and the regulatory environment, 2018 promises to be just as eventful. In anticipation of the New Year, we asked our research experts around the globe to gaze into the crystal ball and give us their predictions in […]
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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Institutional Investors, International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications, Securities Regulation
Tagged Board composition, Boards of Directors, Canada, China, Compensation ratios, Corporate culture, Diversity, Environmental disclosure, ESG, EU, Europe, Executive Compensation, India, International governance, Mergers & acquisitions, Securities regulation, Shareholder activism, Shareholder proposals, Shareholder voting, Sustainability, UK
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