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Program on Corporate Governance Advisory Board
- William Ackman
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier Christine Davine
- Renata J. Ferrari
- John Finley
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper
- Paul Hilal
- Carl Icahn William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
- Daniel Wolf
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Activism: The State of Play
As we approach the start of the 2018 proxy season, developments since January 2015 prompt a brief review of the state of play. There has been no slowdown in the U.S.; there has been a significant increase in other countries. Perhaps the most cogent description of what can be expected is contained in a must-read […]
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Posted in Boards of Directors, Institutional Investors, Mergers & Acquisitions, Practitioner Publications, Private Equity
Tagged Boards of Directors, Hedge funds, Institutional Investors, Long-Term value, Management, Mergers & acquisitions, Private equity, Proxy contests, Shareholder activism, Shareholder value, Shareholder voting, Short-termism
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Forging Ahead with “Entire Fairness,” or Playing it Safer (Procedurally Speaking)
Controlling stockholder buyouts of Delaware corporations are generally scrutinized under the lens of “entire fairness” to determine whether the transaction was the product of fair dealing and fair price. Notably, however, under M&F Worldwide, the Delaware Supreme Court confirmed that a target corporation’s use at the outset of a transaction of a special committee of disinterested directors […]
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Posted in Accounting & Disclosure, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Appraisal rights, Business judgment rule, Contracts, Controlling shareholders, Delaware cases, Delaware law, Fairness review, Fiduciary duties, Merger litigation, Mergers & acquisitions, Minority shareholders, Misconduct, Shareholder suits
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Weekly Roundup: September 15–21, 2017
Equifax Data Breach: Preliminary Lessons for the Adoption and Implementation of Insider Trading Policies Posted by Cam C. Hoang and Gary L. Tygesson, Dorsey & Whitney LLP, on Friday, September 15, 2017 Tags: Compliance & ethics, Cybersecurity, Disclosure, Equifax, Filings, Inside information, Insider trading, Liability standards, Management, Misconduct, Reporting regulation, Risk management, Rule 10b-5, SEC, Section 10(b), Securities regulation, Transparency Better Directors or Distracted Directors? An International Analysis of Busy Boards Posted by […]
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Tagged Weekly Roundup
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Delaware Blockchain Initiative: Revitalizing European Companies’ Funding Efforts
The amendments passed by the State of Delaware to the General Corporation Law (known as the DGCL) are the first tangible product of the well-known Delaware Blockchain Initiative (DBI or Initiative). This is just one step in a multi-milestone project engaged by the State of Delaware through the Delaware Secretary of State’s Global Delaware arm, […]
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Posted in International Corporate Governance & Regulation, Practitioner Publications, Securities Regulation
Tagged Blockchain, Capital formation, Contracts, Cross-border transactions, Delaware Blockchain Initiative, Delaware law, DGCL, Equity offerings, EU, Europe, Financial technology, Germany, Incorporations, International governance, Securities regulation, Venture capital firms
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Vanguard’s Investor Stewardship
Vanguard cast more than 171,000 individual votes at nearly 13,000 companies in 68 countries for the 12-month period ending June 30th, making the firm one of the most influential investors in public companies. Its recent Investor Stewardship Report and letter to CEOs highlights two key governance priorities. Engagement is a vital component of Vanguard’s approach, […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Social Responsibility, Institutional Investors, Practitioner Publications
Tagged Board composition, Boards of Directors, Climate change, Diversity, Engagement, Environmental disclosure, ESG, Institutional Investors, Shareholder value, Sustainability, Vanguard
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Sharing the Lead: Examining the Causes and Consequences of Lead Independent Director Appointment
Many companies now use lead independent directors, yet little is known about when they are elected, who is selected, what impact their selection has on performance and if their selection prevents the future separation of the CEO and chair positions. We explore these four questions using a power perspective and largely find lead independent directors represent a […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Empirical Research
Tagged Agency costs, Agency model, Board independence, Board leadership, Board performance, Boards of Directors, Firm performance, Management, Non-executive chairman, Succession
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Reforms to UK Corporate Governance
On 29 August 2017, the UK Government published its response (the “Response Document”) to its consultation on UK corporate governance reform. The consultation was launched following the Government’s publication of a green paper (the “Green Paper”) on 29 November 2016. The Response Document summarizes the responses received to the consultation and sets out 12 reforms […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Social Responsibility, Executive Compensation, International Corporate Governance & Regulation, Practitioner Publications
Tagged Boards of Directors, Compensation committees, Compensation disclosure, Compensation ratios, Engagement, Executive Compensation, Governance reform, Incentives, International governance, Private firms, Say on pay, Stakeholders, Transparency, UK
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NYC Pension Funds Boardroom Accountability Project Version 2.0
On Friday, September 8, New York City Comptroller Scott M. Stringer sent a letter to 151 companies seeking engagement around a range of disclosures regarding the race and gender of company directors, the creation of a standardized director skills matrix and details of those companies’ director evaluation and succession plans. The letter, sent on behalf of the New […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Accountability, Board composition, Board performance, Boards of Directors, Director qualifications, Disclosure, Diversity, Engagement, ESG, Institutional Investors, New York, Pension funds, Proxy access, Shareholder proposals
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Is There Hope for Change? The Evolution of Conceptions of “Good” Corporate Governance
Providing a useful perspective on corporate governance today is an examination of the evolution of conceptions of “good” corporate governance that have successively revolutionized the corporate landscape. “Evolution” in this context does not refer to some natural evolution, but changes in the beliefs of managers concerning how to run their businesses effectively. “Good” corporate governance […]
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Posted in Academic Research, Accounting & Disclosure, Comparative Corporate Governance & Regulation, Institutional Investors
Tagged Accountability, Agency costs, Agency model, Behavioral finance, Corporate governance, Institutional Investors, Long-Term value, Macroeconomics, Management, Risk management, Shareholder primacy, Shareholder value, Short-termism, Stakeholders, Sustainability
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Investment Stewardship 2017 Annual Report
An open letter to directors of public companies worldwide Thank you for your role in overseeing the Vanguard funds’ sizable investment in your company. We depend on you to represent our funds’ ownership interests on behalf of our more than 20 million investors worldwide. Our investors depend on Vanguard to be a responsible steward of […]
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Posted in Boards of Directors, Corporate Elections & Voting, Corporate Social Responsibility, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Climate change, Diversity, Engagement, Executive Compensation, Institutional Investors, Institutional voting, Long-Term value, Oversight, Risk oversight, Shareholder meetings, Stewardship, Vanguard
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