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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
Analysis of ISS Policy Application Survey
[On October 19, 2017], ISS released the results of its Policy Application Survey. This follows the release of its Governance Principles Survey in late September. The Governance Principles Survey is high-level and covers “one share, one vote,” board gender diversity, cross-market company share issuances and repurchases, the use of virtual meetings, and pay ratio disclosures. […]
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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Board composition, Boards of Directors, Director compensation, Diversity, Dual-class stock, Executive Compensation, Institutional Investors, Institutional Shareholder Services Inc., Pay for performance, Poison pills, Proxy advisors, Shareholder voting, Surveys
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Shareholder Conflicts and Dividends
This article, which is forthcoming in the Review of Finance, studies empirically how the controlling shareholder uses the firm’s dividend policy to manage the relationship with other shareholders. There are two alternative views. The opportunistic hypothesis recognizes that the controlling shareholder may feel tempted to capture private benefits at the other shareholders’ expense. For instance, […]
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Posted in Academic Research, Empirical Research, International Corporate Governance & Regulation
Tagged Agency costs, Conflicts of interest, Controlling shareholders, Dividends, International governance, Norway, Private firms
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Program Hiring Post-Graduate Academic Fellows
The Harvard Law School Program on Corporate Governance is pleased to announce the availability of positions of Post-Graduate Academic Fellows in the areas of corporate governance and law and finance. Qualified candidates who are interested in working with the Program as Post-Graduate Academic Fellows may apply at any time and the start date is flexible.
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Posted in Program News & Events
Tagged Program on Corporate Governance
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The Golden Leash and the Fiduciary Duty of Loyalty
Traditionally, activist hedge funds identify a company ripe for improvement, acquire a toehold position in the company’s stock, and then launch a campaign to convince shareholders to dump incumbent directors in favor of candidates nominated by the fund. In recent years, some funds have begun experimenting with a variation on this practice by offering incentive […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting
Tagged Agency costs, Boards of Directors, Confidentiality, Delaware articles, Delaware law, Director compensation, Duty of loyalty, Fiduciary duties, Golden leashes, Hedge funds, Long-Term value, Shareholder activism, Short-termism, Venture capital firms
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Canadian Responses to Proxy Access Proposals
After months of suspense, both Royal Bank of Canada and Toronto-Dominion have bowed to investor pressure and adopted U.S.-style proxy access. Both companies faced non-binding shareholder proposals requesting the provision at their 2017 AGMs, receiving 47% and 52% support respectively, and both companies have protested that the U.S. standards of a 3% ownership threshold and […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Canada, Canadian Coalition for Good Governance, Director nominations, Institutional Investors, International governance, Ownership, Proxy access, Proxy voting, Securities regulation, Shareholder proposals
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Tax Reform and Executive Compensation
On November 2nd, the House Ways and Means Committee introduced its tax reform bill, referred to as the ‘Tax Cuts and Jobs Act.’ Our initial review of the bill identified a few provisions which could have significant implications for organizations’ compensation and incentive programs. Elimination of 162m Exemptions for Deductibility of Performance‐Based Pay
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Posted in Accounting & Disclosure, Executive Compensation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Executive Compensation, Executive performance, Incentives, Management, Pay for performance, SEC, Taxation, US House
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Do Women CEOs Face Greater Shareholder Activism Compared to Male CEOs? A Role Congruity Perspective
This article examines whether female CEOs face more threat of shareholder activism compared to male CEOs. Over the last two decades, there has been a gradual increase in the number of women CEOs, so that women now occupy 4.8% of CEO positions among Fortune 500 firms. The ascent of women to the CEO position has […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Empirical Research
Tagged Behavioral finance, Diversity, Executive performance, Filings, Management, Manager characteristics, Schedule 13D, Shareholder activism, Shareholder value
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Impediments to Books and Records Demands
A recent decision by the Delaware Court of Chancery, Mehta v. Kaazing, C.A. No. 2017-0087-JRS (Del. Ch. Sept. 29), confirms that stockholder demands to inspect corporate books and records based on the need to value a stockholder’s shares may be validly denied if the stockholder is unable to demonstrate that it has a “present” need to value its shares. Indeed, as the court makes clear, simply reciting a proper purpose, […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement
Tagged Accounting, Boards of Directors, Books and records, Delaware cases, Delaware law, Securities litigation, Shareholder suits
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Getting Along with BlackRock
“What is the significance of having BlackRock as our largest shareholder?” This question is being asked by corporations around the world as they prepare for annual meetings and plan to engage with shareholders. BlackRock, with more than $5 trillion of assets under management, is the world’s largest investor. They appear at the top of the […]
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Posted in Boards of Directors, Institutional Investors, Practitioner Publications
Tagged BlackRock, Board composition, Boards of Directors, Disclosure, Engagement, ESG, Index funds, Institutional Investors, Long-Term value, Mutual funds
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SEC Guidance on Ordinary Business and Economic Relevance Exclusions
Yesterday [November 1, 2017], the SEC Staff issued a new Staff Legal Bulletin (SLB) on shareholder proposals. The most striking impact it will likely have initially is on the ordinary business exclusion, Rule 14a-8(i)(7), as the SLB requires boards to undertake the responsibility to analyze proposals. It appears that the SLB is effective immediately.
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Compliance and disclosure interpretation, No-action letters, Proxy disclosure, Rule 14a-8, SEC, SEC rulemaking, Securities regulation, Shareholder proposals, Shareholder voting
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