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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
Advising Shareholders in Takeovers
The decision of shareholders of public firms to accept a takeover offer is typically marred by two problems. First, shareholders generally do not have a precise estimate of the fair value of their shares, and without more information they cannot distinguish between inadequate and attractive offers. Second, unless shareholders can coordinate their collective decision, there […]
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Posted in Academic Research, Boards of Directors, Corporate Elections & Voting, Mergers & Acquisitions
Tagged Agency costs, Boards of Directors, Mergers & acquisitions, Shareholder value, Shareholder voting, Takeovers, Target firms
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The Information Content of Dividends: Safer Profits, Not Higher Profits
Dividends represent one of the major financial decisions corporations make. Understanding both how capital markets evaluate dividends, and why firms pay dividends, are central to theories of asset pricing, portfolio allocation, capital structure, capital budgeting, cost of capital, and also to public economics, in particular regarding the effects of tax policy. Yet, despite extensive research, […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research
Tagged Capital allocation, Capital markets, Cash flows, Dividends, Information asymmetries, Information environment, Management, Market reaction, Signaling
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Analysis of ISS’ Proxy Voting Guidelines
Institutional Shareholder Services (ISS) published annual updates to its proxy voting guidelines in November, followed by a set of preliminary FAQs offering further clarity around changes the shareholder advisory firm will implement in its voting recommendations next year. These much-anticipated updates will apply to U.S. public companies* holding shareholder meetings on or after February 1, 2018. ISS […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Board composition, Boards of Directors, Director compensation, Diversity, Institutional Investors, ISS, Proxy advisors, Proxy voting, Shareholder voting
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Analysis of Final Tax Reform Legislation
Final bill retains key aspects of House and Senate proposals with some surprise last-minute modifications. On December 15, 2017, a conference committee composed of members of the US House of Representatives and the US Senate approved a Conference Report (the Report) reconciling the tax reform bills passed by each chamber. Both the House and the […]
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Posted in Accounting & Disclosure, International Corporate Governance & Regulation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Capital gains, Debt, Donald Trump, Financial regulation, Internal Revenue Code, International governance, Taxation, US House, US Senate
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Top 5 Things Shareholder Activists Need to Know
Nomination deadlines for the 2018 proxy season are fast approaching. Based on feedback from our shareholder activist clients and colleagues in the activism community, we are preparing for a very busy nomination season, which will begin to pick up steam in the next few weeks and continue into the new year. Drawing from our experience […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged 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
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Weekly Roundup: December 15-21, 2017
Holder Claims: Potential Causes of Action in Delaware and Beyond? Posted by Edward T. McDermott (McCarter & English LLP), on Friday, December 15, 2017 Tags: Delaware articles, Delaware cases, Delaware law, Holder claims, Liability standards, Reliance, Securities fraud, Securities litigation, Shareholder suits, State law Analysis of Wells Fargo Shareholder Litigation Posted by Brad S. Karp, Paul, Weiss, Rifkind, Wharton & Garrison LLP, on Friday, December 15, 2017 […]
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This paper examines the evolution of Delaware appraisal litigation and concludes that recent precedents have created a satisfactory framework in which the remedy is most effective in the case of transactions where there is the greatest reason to question the efficacy of the market for corporate control, and vice versa. The article suggests that, in […]
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Posted in Academic Research, Court Cases, Mergers & Acquisitions
Tagged Appraisal rights, Arbitrage, Delaware cases, Delaware law, Fair values, In re Appraisal of Dell, Merger litigation, Mergers & acquisitions
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The Limits of Shareholder Ratification for Discretionary Director Compensation
In re Investor Bancorp, Inc. Stockholder Litigation, issued by the Delaware Supreme Court on Dec. 13, 2017, may result in challenges to compensation awarded to directors pursuant to existing discretionary equity plans and is likely to affect the structure of future equity plans. The Supreme Court, at the motion to dismiss stage, rejected the Court […]
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Posted in Boards of Directors, Court Cases, Executive Compensation, Securities Litigation & Enforcement
Tagged Boards of Directors, Business judgment rule, Delaware cases, Delaware law, Director compensation, Executive Compensation, Management, Say on pay, Shareholder voting
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Passive Fund Providers and Investment Stewardship
As assets continue to flow from actively managed to index-tracking strategies, the largest index asset managers are becoming increasingly influential, often ranking among the largest investors of public companies. Despite this fact, little research has been done to understand how index managers carry out their investment stewardship responsibilities. It is legitimate to assume that devoting […]
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Posted in Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged BlackRock, Climate change, Engagement, Exchange-traded funds, Index funds, Institutional Investors, Mutual funds, Proxy voting, Shareholder voting, Stewardship, Surveys, Vanguard
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