-
Supported By:
Subscribe or Follow
HLS Faculty & Senior Fellows
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
Some Thoughts for Boards of Directors in 2018
I. Introduction As 2017 draws to a conclusion and we reflect on the evolution of corporate governance since the turn of the millennium, a recurring question percolating in boardrooms and among shareholders and other stakeholders, academics and politicians is: what’s next on the horizon for corporate governance? In many respects, we seem to have reached […]
Click here to read the complete post
Posted in Boards of Directors, Corporate Elections & Voting, Corporate Social Responsibility, Institutional Investors, Practitioner Publications
Tagged Board composition, Boards of Directors, Corporate Social Responsibility, ESG, Institutional Investors, Long-Term value, Shareholder activism, Shareholder voting, Stakeholders, Sustainability
Comments Off on Some Thoughts for Boards of Directors in 2018
Nonvoting Common Stock: A Legal Overview
Dual-class stock structures have recently been the subject of significant commentary. Much criticism has been levied at companies with high-vote/low-vote stock structures, but the conversation seemingly reached a boiling point after Snap Inc.’s recent initial public offering of nonvoting common shares. Without taking a position on the merits of dual-class stock structures, this post provides […]
Click here to read the complete post
Posted in Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Appraisal rights, Boards of Directors, Delaware law, Dual-class stock, Fiduciary duties, Mergers & acquisitions, Rule 14a-8, Shareholder meetings, Shareholder proposals, Shareholder voting, Short-form merger
Comments Off on Nonvoting Common Stock: A Legal Overview
Does Financial Misconduct Affect the Future Compensation of Alumni Managers?
Corporate scandals can have serious consequences on human capital. While prior research has shown the consequences on executives and directors that had oversight of the organization during a misconduct or were directly responsible for a misconduct, in a recent paper, we examine the effect of stigma on future compensation for individuals that left many years […]
Click here to read the complete post
Posted in Academic Research, Accounting & Disclosure, Empirical Research
Tagged Executive Compensation, Human capital, Management, Misconduct, Oversight, Reputation
Comments Off on Does Financial Misconduct Affect the Future Compensation of Alumni Managers?
Virtual-Only Shareholder Meetings: Streamlining Costs or Cutting Shareholders Out?
In a fast-paced technological world, where efficiency and streamlining are often viewed as key drivers of success, it’s no surprise that companies have started to livestream their shareholder meetings and to allow investors to participate remotely. Adding an online component can broaden the franchise, giving shareholders the chance to attend the “hybrid” physical/online meeting even […]
Click here to read the complete post
Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Engagement, Institutional Investors, Proxy advisors, Proxy voting, Shareholder meetings, Shareholder rights, Virtual meetings
Comments Off on Virtual-Only Shareholder Meetings: Streamlining Costs or Cutting Shareholders Out?
Governance Improvements in 2017
[On Thursday, November 23], the United States celebrates Thanksgiving, a holiday that has roots across many cultures in celebrating a bountiful harvest. And so we thought it fitting to take this week to appreciate the year’s harvest of advances in corporate governance that companies around the world have made since the beginning of the year. While […]
Click here to read the complete post
Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Executive Compensation, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Australia, Board composition, Board performance, Board turnover, Boards of Directors, Canada, Diversity, Executive Compensation, International governance, Overboarding, Proxy access, Say on pay, Shareholder voting, UK
Comments Off on Governance Improvements in 2017
Analysis of ISS’ QualityScore Updates
On October 30, 2017, Institutional Shareholder Services (ISS) announced new questions and other methodology updates to its ISS Governance QualityScore corporate governance scoring tool that will take effect on December 4, 2017. These and additional updates are reflected in the QualityScore technical document ISS published on November 14, 2017, available here. This post summarizes the […]
Click here to read the complete post
Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Board composition, Board independence, Board tenure, Boards of Directors, Classified boards, Diversity, Institutional Investors, ISS, Proxy advisors, Proxy voting, Shareholder voting
Comments Off on Analysis of ISS’ QualityScore Updates
Horizontal Shareholding and Antitrust Policy
“Horizontal shareholding” occurs when a number of equity funds own shares of competitors operating in a concentrated product market. For example, the four largest mutual fund companies might be the four largest shareholders of all the major United States airlines. A growing body of empirical literature concludes that under these conditions market output is lower […]
Click here to read the complete post
Posted in Academic Research, Institutional Investors, Mergers & Acquisitions, Securities Regulation
Tagged Antitrust, Clayton Act, Conflicts of interest, Index funds, Institutional Investors, Mergers & acquisitions, Mutual funds, Ownership, Securities enforcement
Comments Off on Horizontal Shareholding and Antitrust Policy
Analysis of Section 220 Demand Request
On November 13, 2017, the Delaware Court of Chancery issued a short but potentially important opinion in Jack Wilkinson v. A. Schulman, Inc., an action to inspect books and records brought under Section 220 of the Delaware General Corporation Law. Section 220 gives stockholders of Delaware corporations the ability to inspect certain corporate books and records […]
Click here to read the complete post
Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Books and records, Delaware cases, Delaware law, DGCL, DGCL Section 220, Discovery, Securities litigation, Shareholder suits
Comments Off on Analysis of Section 220 Demand Request
Founder Replacement and Startup Performance
It is well accepted that venture capital (VC) is a “hits” business. In a sample of over 22,000 VC-funded startups founded between 1987 and 2008, 75% had a liquidation value of zero while 0.39% had an exit value of $500 million or greater (Hall and Woodward 2010). Research indicates that returns are enhanced by investor […]
Click here to read the complete post
Posted in Academic Research, Boards of Directors, Empirical Research
Tagged Agency costs, Boards of Directors, Controlling shareholders, Executive turnover, Firm performance, Management, Private equity, Small firms, Tech companies, Venture capital firms
Comments Off on Founder Replacement and Startup Performance
Cybersecurity Risks in M&A Transactions
A glance at any media outlet shows that cyber risk is pervasive and increasing, and that virtually no company is immune to a cyber incident. Almost all companies and associations collect and store some type of data, whether it is customer or employee data (such as personally identifiable information, personal health information, or cardholder data), […]
Click here to read the complete post
Posted in Accounting & Disclosure, Mergers & Acquisitions, Practitioner Publications
Tagged Acquisition agreements, Cybersecurity, Due diligence, Mergers & acquisitions, Privacy, R&W insurance, Risk assessment, Risk management
Comments Off on Cybersecurity Risks in M&A Transactions