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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
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
CEO Gender and Corporate Board Structures
In our article, CEO Gender and Corporate Board Structure (forthcoming in the Quarterly Review of Economics and Finance), we investigate the relationship between the gender of the CEO and corporate board structures. In recent years, women have made strides in cracking the glass ceiling in leadership positions in corporate America. Female CEOs have been appointed […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Empirical Research
Tagged Behavioral finance, Board composition, Board monitoring, Boards of Directors, Decision-making, Diversity, Firm performance, Management, Manager characteristics, Managerial style, Oversight
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Pay-for-Performance Mechanics
Following the implementation of mandated advisory shareholder votes on executive compensation under the Dodd-Frank Act of 2010, investors have regular opportunities to opine on executive pay programs. Investor feedback on the issue of pay-for-performance has indicated a preference for a focus on long-term alignment, board decision-making, and pay relative both to market peers and company […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged CD&A, Executive Compensation, Firm performance, Institutional Investors, ISS, Long-Term value, Management, Pay for performance, Performance measures, Proxy advisors, Shareholder voting, TSR
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Analysis of SEC Ruling on Apple Shareholder Proposal
On November 1 2017, the Securities and Exchange Commission (“SEC”) released guidance (Staff Legal Bulletin No. 14I (“SLB 14I”)) clarifying the scope and application of the ordinary business and economic relevance grounds for excluding a shareholder proposal under Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) from a company’s […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Disclosure, Human rights, No-action letters, Rule 14a-8, SEC, Securities regulation, Shareholder proposals, Shareholder voting
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Managing the Family Firm: Evidence from CEOs at Work
Family Firms: An Obstacle to Growth? Family firms are often seen as an engine of growth. For instance, the exceptional economic success of many European countries in the post-War period was characterized by the wide presence of family firms across the Continent. Particularly in countries like Germany and Italy, family ownership came to be seen […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research, International Corporate Governance & Regulation
Tagged Agency costs, Corporate forms, Firm performance, International governance, Management, Manager characteristics, Skin in the game
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Raising the Stakes on Board Gender Diversity
2017 has seen interest in board composition intensify. Investors have long scrutinized individual directors’ qualifications; however, increasingly they are asking how those individuals complement each other, and whether the overall board reflects a diverse mix of backgrounds, skills and qualifications. Investors want to know how boards ensure that they are recruiting directors whose expertise aligns […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged Board composition, Boards of Directors, Diversity, Institutional Investors, Proxy advisors, Shareholder proposals
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Delaware Court Ruling on Dual-Class Recapitalization Involving Controlling Stockholders
On December 11, 2017, the Delaware Court of Chancery issued a decision that will be important for companies looking to implement measures to extend or make changes to dual-class voting structures and for companies with controlling stockholders. The decision addressed stockholder fiduciary duty challenges to a recapitalization undertaken by NRG Yield, Inc. (the “Company”), which, […]
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Posted in Boards of Directors, Corporate Elections & Voting, Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, Controlling shareholders, Delaware cases, Delaware law, Dual-class stock, Recapitalization, Securities litigation, Shareholder suits, Shareholder voting
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Does Size Matter? Bailouts with Large and Small Banks
The differential treatment of large financial institutions has drawn substantial interest in recent financial regulatory discussions. In particular, several regulatory measures put in place after the 2008 financial crisis have singled out large banks as subjects of increased regulatory scrutiny. At the same time, the U.S. banking industry has experienced a secular increase in concentration: […]
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Posted in Academic Research, Banking & Financial Institutions, Financial Crisis, Financial Regulation
Tagged Bailouts, Banks, Financial crisis, Financial institutions, Financial regulation, Leverage, Moral hazard
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Ineffective Stockholder Approval for Director Equity Awards
On December 13, 2017, the Delaware Supreme Court issued an opinion, In re Investors Bancorp, Inc. Stockholder Litigation, Case No. 169, holding that, except under limited circumstances, the court will not apply the deferential “business judgment rule” in reviewing challenges to director compensation awards granted pursuant to stockholder-approved equity plans. Instead, such awards are subject to […]
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Posted in Boards of Directors, Corporate Elections & Voting, Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, Business judgment rule, Delaware cases, Delaware law, Director compensation, Equity-based compensation, Fiduciary duties, Say on pay, Securities litigation, Shareholder suits
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