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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
Opportunity Makes a Thief: Corporate Opportunities as Legal Transplant and Convergence in Corporate Law
We have recently posted our forthcoming article, Opportunity Makes a Thief: Corporate Opportunities as Legal Transplant and Convergence in Corporate Law (forthcoming in the Berkeley Business Law Journal), on SSRN. The article surveys the corporate opportunities doctrine in four jurisdictions: the US, the UK, Germany, and France. Our analysis enables us to trace the development […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, International Corporate Governance & Regulation
Tagged Boards of Directors, Corporate culture, Corporate forms, Duty of loyalty, Europe, Fiduciary duties, France, Germany, International governance, Legal systems, UK
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Corporate Governance Survey—2017 Proxy Season
Since 2003, Fenwick has collected a unique body of information on the corporate governance practices of publicly traded companies that is useful for Silicon Valley companies and publicly‑traded technology and life science companies across the U.S. as well as public companies and their advisors generally. Fenwick’s annual survey covers a variety of corporate governance practices […]
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Posted in Boards of Directors, Institutional Investors, Practitioner Publications
Tagged Board composition, Board declassification, Board leadership, Boards of Directors, Classified boards, Corporate governance, Diversity, Dual-class stock, Executive Compensation, Executive ownership, Majority voting, Outside directors, Public firms, Shareholder proposals, Surveys, Tech companies
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Analysis of Fund Voting at Utilities Companies
Investors stampeded into passive strategies after the 2008 financial crisis, triggering an intense concentration in control of US assets. The top five fund complexes managed almost half of the $19.2 trillion sitting in mutual fund and ETF accounts in 2016, according to the Investment Company Institute. With increased control of the stocks and bonds of […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, Corporate Social Responsibility, Institutional Investors, Practitioner Publications
Tagged BlackRock, Climate change, Environmental disclosure, Exchange-traded funds, Index funds, Institutional Investors, Mutual funds, Shareholder proposals, Shareholder voting, Sustainability, Vanguard
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Pre-IPO Analyst Coverage: Hype or Information Production?
From 2009-2012, China’s initial public offering (IPO) market was characterized by a regulatory environment in which the government did not control offer prices. If there was excess demand, underwriters were required to allocate shares on a pro rata basis, without favoring one group of clients over another, in contrast to the bookbuilding procedure that is […]
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Posted in Academic Research, Empirical Research, International Corporate Governance & Regulation
Tagged Agency costs, Capital formation, China, International governance, IPOs, Offer pricing, Underpricing, Underwriting
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Globalization and Executive Compensation
Inequality Growing inequality has been one of the most salient features of the U.S. economy over the last forty years. As depicted in Figure 1, nearly all of this growth in inequality is driven by the rapid increase in top incomes (Piketty and Saez 2003; WID). The share of income accruing to the top one […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Executive Compensation, International Corporate Governance & Regulation
Tagged Compensation ratios, Executive Compensation, Globalization, Inequality, International governance, Rent-seeking
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Why Do Some Companies Leave? Evidence on the Factors that Drive Inversions
On November 23rd, 2015, pharmaceutical giant, Pfizer, officially announced that it had reached an agreement with its competitor, Allergan, to merge the two companies in a deal that would have created the largest pharmaceutical company in the world. The combined company would have been called Pfizer and would have been led by Pfizer’s current CEO, […]
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Posted in Academic Research, Accounting & Disclosure, International Corporate Governance & Regulation, Mergers & Acquisitions
Tagged Boards of Directors, International governance, Inversions, Management, Manager characteristics, Mergers & acquisitions, Reputation, Tax avoidance, Taxation
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Global and Regional Trends in Corporate Governance for 2018
At the end of each year, Russell Reynolds Associates interviews over 30 institutional and activist investors, pension fund managers, public company directors, proxy advisors, and other corporate governance professionals in five key markets regarding the trends and challenges that public company boards will face in the following year. Across all of our interviews this year, […]
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Posted in Boards of Directors, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Board composition, Boards of Directors, Brazil, Cybersecurity, Diversity, ESG, EU, Europe, Executive Compensation, India, Institutional Investors, International governance, Japan, Shareholder activism, Stewardship
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Venture Capital Investments and Merger and Acquisition Activity around the World
In this paper, we investigate what happens to venture capital investments when M&A activity is regulated. The paper studies the interaction between venture capital (VC) activity and M&A activity in 40 different countries around the world. Venture capital funding is important to many small innovative firms, allowing them to survive and prosper. In this paper, […]
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Posted in Academic Research, International Corporate Governance & Regulation, Mergers & Acquisitions, Private Equity
Tagged Antitakeover, Capital allocation, Cross-border transactions, International governance, IPOs, Mergers & acquisitions, Private equity, R&D, Venture capital firms
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Weekly Roundup: December 22-28, 2017
Top 5 Things Shareholder Activists Need to Know Posted by Steve Wolosky, Andrew Freedman, and Ron Berenblat, Olshan Frome Wolosky LLP, on Friday, December 22, 2017 Tags: Board composition, Boards of Directors, Director qualifications, Diversity, Institutional Investors, ISS, Management, Proxy advisors, Proxy season, Proxy voting, Rule 14a-8, Shareholder activism, Shareholder nominations Analysis of Final Tax Reform Legislation Posted by Latham & Watkins LLP Tax Department, on Friday, December 22, 2017 […]
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