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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
Disasters and Disclosures
Corporate disasters happen with unnerving frequency. These can be visibly dramatic events like the BP Deepwater Horizon oil rig catastrophe, with loss of life, environmental damage, and great consequential economic loss. Many are (or are also) legal compliance disasters: a massive fine or penalty imposed on the company after government authorities determine that the corporation […]
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Posted in Academic Research, Accounting & Disclosure, Comparative Corporate Governance & Regulation, Corporate Social Responsibility, Securities Regulation
Tagged Corporate Social Responsibility, Disclosure, ESG, Fraud-on-the-Market, Information environment, Reputation, Risk disclosure, Risk management, Rule 10b-5, SEC, SEC enforcement, Securities enforcement, Securities fraud, Securities litigation, Sustainability
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The Highest-Paid Boards
Since the enactment of Say on Pay following the passage of Dodd-Frank, executive compensation has been closely watched and scrutinized by corporate shareholders. However, the compensation of those who represent shareholders—the board of directors—often flies under the radar. While no mandated check or balance like Say on Pay currently exists for director compensation, recent events […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors
Tagged Boards of Directors, Director compensation, Glass Lewis, Institutional Investors, ISS, Peer groups, Proxy advisors, Shareholder voting
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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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