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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
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
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 […]
Click here to read the complete postESG Reports and Ratings: What They Are, Why They Matter
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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By the Numbers: Venture-Backed IPOs in 2016
Only 42 venture-backed companies went public in the United States in 2016, including eight incorporated outside the United States, making it the most challenging year by number of IPOs and by aggregate offering amount raised since the recessionary times of 2009. The average offering amount per IPO in 2016 was only $77.3 million—the lowest average […]
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Posted in Accounting & Disclosure, Boards of Directors, Executive Compensation, Practitioner Publications, Private Equity
Tagged Accounting standards, Antitakeover, Board independence, Boards of Directors, Capital formation, Charter & bylaws, Disclosure, Equity capital, Executive Compensation, Incorporations, IPOs, JOBS Act, Private equity, Public firms, Venture capital firms
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The ESG Integration Paradox
If investment managers followed the old saying “whatever is worth doing is worth doing well,” then more would have best‐in‐class environmental, social and governance (ESG) programs. It used to be that asset owners could identify which investment managers “got” ESG investing principles simply by asking whether they had a written ESG policy. Today, most investment […]
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Posted in Academic Research, Accounting & Disclosure, Corporate Social Responsibility, Institutional Investors
Tagged Asset management, Corporate Social Responsibility, Disclosure, Environmental disclosure, ESG, Fund managers, Incentives, Institutional Investors, Long-Term value, Shareholder value, Sustainability
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