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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
CEO Succession Practices: 2017 Edition
According to a new report by The Conference Board, in 2016 CEO exits from underperforming companies have risen to a level unseen in 15 years amid record-high dismissals in the retail sector. In particular, last year the CEO of poorly performing companies had a 40 percent higher probability of being replaced than in 2015 and […]
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Posted in Comparative Corporate Governance & Regulation, Executive Compensation, Practitioner Publications
Tagged Diversity, Executive Compensation, Executive performance, Executive turnover, Firm performance, Management, Pay for performance, Succession
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Issuers’ CEO/Chairman Structure Not Correlated with Firm Performance
The corporate governance structure of any public company must enable the company to achieve the appropriate balance between the powers of the board of directors, which is typically composed primarily of independent directors, and those of the CEO. The Commission on Public Trust and Private Enterprise, convened in 2002 “to address the causes of declining […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Empirical Research, Practitioner Publications
Tagged Board independence, Boards of Directors, Firm performance, ISS, Management, Market reaction, Non-executive chairman, Proxy advisors, Shareholder voting
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The Evolving World of Delaware Appraisal
While other M&A-related litigation has decreased dramatically over the past couple of years based on the seminal Corwin and Trulia decisions, there has been a significant uptick in appraisal litigation (notwithstanding amendments to the appraisal statute in 2016 that eliminated de minimis appraisal cases). We note that, nonetheless, appraisal actions continue to be brought in a small minority of […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Accounting, Acquisition agreements, Appraisal rights, Contracts, Delaware cases, Delaware law, Fairness review, Liability standards, Merger litigation, Mergers & acquisitions
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Common-Sense Capitalism
Recent developments in corporate governance indicate a welcome emphasis on common sense principles. Over the past year, leaders of prominent companies and institutional investment funds have proposed principles and a framework intended to guide U.S. corporate governance toward practices that promote the sustainable creation of long-term value. The shared goal of these two separate projects—the […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Accountability, Commonsense Principles, Corporate governance, Engagement, Institutional Investors, Long-Term value, Proxy advisors, Securities regulation, Shareholder voting, Stewardship, Stewardship Code, Wachtell Lipton
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Balancing Board Experience and Expertise
One criticism frequently leveled against boards of directors is that, when it comes to filling vacant board seats, they don’t cast the net widely enough. The numbers clearly show that boards often fill seats with candidates that have previous board experience—it’s even written right into the job description given to search firms in some cases. […]
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Posted in Boards of Directors, Institutional Investors, Practitioner Publications
Tagged Board composition, Board performance, Boards of Directors, Director qualifications, Diversity, Institutional Investors
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Weekly Roundup: July 21–27, 2017
DOL Fiduciary Rule: Impact and Action Steps Posted by Maureen Gorman and Lennine Occhino, Mayer Brown LLP, on Friday, July 21, 2017 Tags: 401(k), Conflicts of interest, Contracts, DOL, ERISA, Fiduciary rule, Investment advisers, Retirement plans, Securities regulation The Leidos Mixup and the Misunderstood Duty to Disclose in Securities Law Posted by Matthew C. Turk and Karen E. Woody, Indiana University, on Friday, July 21, 2017 Tags: Disclosure, Management, Rule 10b-5, SEC, SEC […]
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Most international and domestic public (and many private) companies are being evaluated and rated on their environmental, social and governance (ESG) performance by various third party providers of reports and ratings. Institutional investors, asset managers, financial institutions and other stakeholders are increasingly relying on these reports and ratings to assess and measure company ESG performance […]
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Posted in Accounting & Disclosure, Banking & Financial Institutions, Corporate Elections & Voting, Corporate Social Responsibility, Institutional Investors, Practitioner Publications
Tagged Asset management, Corporate Social Responsibility, Environmental disclosure, ESG, Exchange-traded funds, Financial institutions, Index funds, Institutional Investors, ISS, Proxy advisors, Reputation, Sustainability
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When a Piece of Your Company No Longer Fits: What Boards Need to Know About Divestitures
Focusing on growth is a given when it comes to increasing value for a company’s investors. That can mean exploring an acquisition or a strategic alliance—actions that expand the organization’s reach. But a divestiture could also help boost returns for shareholders. In fact, many shareholder activism campaigns have urged selling parts of companies as a way […]
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Posted in Boards of Directors, Mergers & Acquisitions, Practitioner Publications
Tagged Board communication, Board composition, Boards of Directors, Firm performance, IPO Spinning, IPOs, Joint ventures, Long-Term value, Management, Mergers & acquisitions, Profitability, Shareholder value, Spinoffs
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