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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
Director Networks, Turnover, and Appointments
A company’s shareholders are to elect or approve the appointment of the non-executive (or supervisory) directors whose fiduciary duties include monitoring the CEO and the other executive directors. In case of continued poor corporate performance or natural retirement, one of the key responsibilities of the board is to contemplate the dismissal of the underperforming executives […]
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Posted in Academic Research, Boards of Directors, International Corporate Governance & Regulation
Tagged Board composition, Board turnover, Director qualifications, Fiduciary duties, Firm performance, Information environment, International governance, Outside directors, Social capital, Social networks, UK
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Securities Cases to Watch this Term at the Supreme Court
Last Term, the Supreme Court continued its recent trend of taking up significant securities litigation enforcement matters. For the first time in many years, in Salman v. United States, the Court waded into the thorny question of the scope of insider trading liability. It took a strong stand on the statute of repose for private […]
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Posted in Accounting & Disclosure, Court Cases, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Class actions, Dodd-Frank Act, Fraud-on-the-Market, Rule 10b-5, Section 10(b), Securities enforcement, Securities fraud, Securities litigation, Securities regulation, SLUSA, Supreme Court, Whistleblowers
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Weekly Roundup: October 13–19, 2017
Do Clawback Adoptions Influence Capital Investments? Posted by Gary C. Biddle, University of Melbourne, Lilian H. Chan, University of Hong Kong, and Jeong Hwan Joo, University of Hong Kong, on Friday, October 13, 2017 Tags: Accounting, Boards of Directors, Capital allocation, Clawbacks, Dodd-Frank Act, Equity-based compensation, Executive Compensation, Financial reporting, Incentives, Management, Misreporting, Pay for performance, Sarbanes–Oxley Act, Securities regulation Recent Cases on Lending Safeguards in Bankruptcy Posted by Samuel […]
Click here to read the complete postThe Unicorn Governance Trap
On October 3, the board of directors of Uber reached a truce after a tumultuous summer marked by high-profile resignations, bitter acrimony, and lawsuits among Uber’s principal investors. As reported, Uber’s board agreed to eliminate special voting rights accorded to early investors including Travis Kalanick, its former CEO. The board also set a timeline for […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Securities Regulation
Tagged Agency costs, Boards of Directors, Capital formation, Corporate culture, Deregulation, Dual-class stock, Incentives, IPOs, Management, Misconduct, Private firms, Securities regulation, Shareholder rights, Tech companies, Venture capital firms
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The Impact of Shareholder Activism on Board Refreshment Trends at S&P 1500 Firms
Few business-related topics provoke more passionate discussions than shareholder activism at specific companies. Supporters view activists as agents of change who push complacent corporate directors and entrenched managers to unlock stranded shareholder value. Detractors charge that these aggressive investors force their way into boardrooms, bully incumbent directors into adopting short-term strategies at the expense of […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Board composition, Board independence, Board turnover, Boards of Directors, Director qualifications, Director tenure, Diversity, Hedge funds, Shareholder activism
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Rejection of the Universal Proxy Card
ADP rejected Pershing Square’s recommendation to use a universal proxy card, arguing that given the solicitation has already commenced, changing the voting procedures for a new and untested process could disenfranchise shareholders. Pershing Square has nominated three candidates to ADP’s board. In September the activist wrote to the board calling for both sides to use […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Institutional Investors, Pershing Square, Proxy fights, Proxy voting, Retail investors, Securities regulation, Shareholder activism, Shareholder voting, Universal proxy ballots
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The Delaware Corporate Law Resource Center
The University of Pennsylvania Law School Institute for Law and Economics (ILE) is pleased to announce the creation and public availability of a new website devoted to resources relating to the development of the Delaware General Corporation Law and related case law. This website (the Delaware Corporation Law Resource Center) has two principal components. The […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Court Cases
Tagged Boards of Directors, Delaware articles, Delaware cases, Delaware law, DGCL, Fiduciary duties, Freezeouts, Incorporations, Legal history, State law
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Novel Defensive Tactics Against Activist Shareholders
In the past year, more than 50 publicly traded companies, including 19 on the Standard & Poor’s 500 index, have amended their bylaws to address the potential for a so-called “placeholder slate” of directors. The bylaw amendments began to appear in response to a tactic used last year to end-run typical advance notice bylaws for […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications
Tagged Board composition, Boards of Directors, Charter & bylaws, Delaware law, Director compensation, Director nominations, Director qualifications, ISS, Proxy advisors, Proxy contests, Proxy fights, Public firms, Shareholder activism, Shareholder nominations, Surveys
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Modernization and Simplification of Regulation S-K
The SEC has now posted its release regarding FAST Act Modernization and Simplification of Regulation S-K, which proposes amendments to rules and forms based primarily on the staff’s recommendations in its Report to Congress on Modernization and Simplification of Regulation S-K (required by the FAST Act). (See this PubCo post.) That Report, in turn, was […]
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Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Compliance and disclosure interpretation, Disclosure, FAST Act, Form 10-K, Incorporations, Privacy, Regulation S-K, Reporting regulation, SEC, SEC rulemaking, Securities regulation
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Is Pollution Value Maximizing?
Why do firms pollute even when polluting is socially inefficient (i.e., the harm caused greatly exceeds the cost of curbing the toxic emissions)? Is this undesirable outcome the result of corporate myopia, bad internal governance, or weak external constraints? In our new working paper, we study DuPont’s emissions of a toxic chemical dubbed C8 to […]
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Posted in Academic Research, Accounting & Disclosure, Corporate Social Responsibility
Tagged Agency costs, Corporate liability, Corporate Social Responsibility, DuPont, Environmental disclosure, ESG, Management, Reputation, Shareholder value, Social contract, Whistleblowers
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