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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
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 […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research
Tagged Executive Compensation, Human capital, Management, Misconduct, Oversight, Reputation
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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 […]
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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
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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 […]
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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
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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 […]
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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
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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 […]
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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
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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 […]
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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
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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 […]
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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
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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), […]
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Posted in Accounting & Disclosure, Mergers & Acquisitions, Practitioner Publications
Tagged Acquisition agreements, Cybersecurity, Due diligence, Mergers & acquisitions, Privacy, R&W insurance, Risk assessment, Risk management
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Short Activism: The Rise in Anonymous Online Short Attacks
In recent years, anonymous online hit pieces against public companies have become an increasingly common and effective form of short activism. Given their success in driving down stock prices, anonymous online short campaigns are likely here to stay. Anonymous online short attacks pose unique challenges to public companies. In order to defend successfully against anonymous […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Engagement, Information environment, Institutional Investors, Market reaction, Shareholder activism, Shareholder communications, Short sales, Social media
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Gender Diversity Index
For the third quarter in a row, the Equilar Gender Diversity Index (GDI) remained at 0.32, as the percentage of women on Russell 3000 boards was steady at 16.2% between June 30 and September 30, 2017. Despite the representation of women on boards staying the same over the latest three-month period, there are signs of progress. The […]
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Posted in Boards of Directors, Practitioner Publications
Tagged Board composition, Board dynamics, Boards of Directors, Diversity
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