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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
Do Managers Give Hometown Labor an Edge?
Anyone who has been in the workforce has likely either experienced or known someone who has felt the effects of employee favoritism. Whether it is getting passed over for a promotion because your competition was the CEO’s college buddy or being spared from downsizing because your supervisor knew that you, unlike your co-workers, had mouths […]
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Posted in Academic Research, Bankruptcy & Financial Distress, Empirical Research
Tagged Behavioral finance, Firm valuation, Management, Manager characteristics, Managerial style
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Weekly Roundup: November 23-30, 2017
Peer Information and Empowered Voters: Evidence from Voting on Shareholder Proposals Posted by Xiao Li (Central University of Finance and Economics), Jeffrey Ng (Hong Kong Polytechnic University), and Hong Wu (Hong Kong Polytechnic University), on Friday, November 24, 2017 Tags: Accounting, Boards of Directors, Disclosure, Financial reporting, Information environment, Peer groups, Securities regulation, Shareholder proposals, Shareholder value, Shareholder voting Analysis of SEC Shareholder Proposal Guidance Posted […]
Click here to read the complete postSome 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 […]
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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
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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 […]
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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
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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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