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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
Weekly Roundup: June 30–July 6, 2017
What are Boards For? Evidence from Closely Held Firms Posted by Belén Villalonga, New York University, on Friday, June 30, 2017 Tags: Agency costs, Boards of Directors, Closely-held corporations, Colombia, Controlling shareholders, Corporate forms, Fiduciary duties, Firm performance, International governance, Management, Minority shareholders After the Annual General Meeting: How Boards Can Prepare for Next Year Posted by Krystal Gaboury Berrini, CamberView Partners, on Friday, June 30, 2017 Tags: Board […]
Click here to read the complete postTrap for the Unwary Shareholder Activist: The Latest Tactic by Companies to Tilt the Playing Field in Proxy Contests
Shareholder activists seeking to nominate director candidates for election to the boards of their portfolio companies are advised to be on the lookout for the latest trap for the unwary designed by company defense law firms to further entrench board members. The trap is embedded in questionnaires and representation agreements that are now commonly required […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications
Tagged Boards of Directors, Charter & bylaws, Director nominations, Entrenchment, Proxy materials, Proxy voting, Shareholder activism, Shareholder nominations, Shareholder voting, Universal proxy ballots
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Congressional Lawmakers Push SEC Chairman to Focus on Board Diversity Disclosure
Two letters from members of the House of Representatives directed Chairman Clayton to continue his predecessor’s efforts toward requiring companies to provide more information on the diversity composition of their boards. Citing research that found that only half of S&P 100 companies referenced gender when disclosing their board diversity, Representatives Carolyn Maloney (D-NY) and Donald […]
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Posted in Accounting & Disclosure, Boards of Directors, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Board composition, Boards of Directors, Disclosure, Diversity, SEC, Securities regulation, US House
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Internal Investigations Special Committees Resource
In recent years, companies increasingly have been undertaking internal investigations in an effort to uncover and remediate corporate wrongdoing. Some internal investigations are handled by the company’s board of directors, if a majority of the board is comprised of independent directors, while others are carried out by the audit committee (see Box, Audit Committee Investigations, […]
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Posted in Boards of Directors, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Antitrust, Audit committee, Boards of Directors, Compliance & ethics, Corporate crime, Corporate fraud, DOJ, Inside counsel, Misconduct, Oversight, Securities enforcement, Special committees
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Index Eligibility as Governance Battlefield: Why the System is Not Broken and We Can Live With Dual Class Issuers
As passive investing via funds that track market indices continues to grow, the terrain where investors are fighting battles over governance reform is now expanding beyond contested stockholder meetings and into debates over the criteria for eligibility of issuers for inclusion in these indices. Indeed, in this era of index fund investing, a company focused […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Accountability, Boards of Directors, Capital structure, Controlling shareholders, Dual-class stock, Entrenchment, Institutional Investors, IPOs, Minority shareholders, Mutual funds, Private ordering, Recapitalization, Shareholder rights, Shareholder voting
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The “Responsible Corporate Officer Doctrine” Survives to Perplex Corporate Boards
The U.S. Supreme Court’s decision to deny the petition for a writ of certiorari in U.S. v DeCoster assures that Responsible Corporate Officer Doctrine (“RCOD”) enforcement exposure will remain a disconcerting compliance risk that boards in several key industries must monitor. The RCOD is a controversial strict liability theory interpreted by the government as permitting […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Compliance & ethics, Corporate fraud, D&O insurance, Director liability, Duty of care, Liability standards, Oversight, Public interest, Risk, Supreme Court
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Board Reforms and Firm Value: Worldwide Evidence
The last two decades have witnessed an increase in corporate board reforms designed to create greater board independence, audit committee and auditor independence, and separation of the chairman and chief executive officer positions. Do these reforms affect firm value? Existing research on such reforms has typically focused on a single country and yielded mixed results. […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Empirical Research, International Corporate Governance & Regulation
Tagged Audit committee, Board independence, Board monitoring, Boards of Directors, Firm performance, International governance, Legal systems, Oversight, Shareholder value
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Red Light for New Activist Strategy
[Last month], General Motors (“GM”) won a decisive victory in a proxy contest waged by Greenlight Capital, the activist fund headed by David Einhorn. Greenlight claimed that GM’s shares, which were trading at a price barely above their 2010 IPO price, were significantly undervalued because the market was not properly assessing the sizeable cash dividends […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications
Tagged Boards of Directors, Capital allocation, Dividends, Dual-class stock, Fair values, Hedge funds, Proxy contests, Shareholder activism, Shareholder proposals, Shareholder value
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Investor Support Heating Up for Climate Change Proposals
The biggest headline of the 2017 proxy season was a change in the policies, engagement efforts and voting of institutional investors and asset managers on environmental and climate change issues, which occurred against the backdrop of shifting U.S. policies on these issues. These changes, which resulted in majority-supported proposals at three S&P 500 companies, reflect intensified […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Climate change, Disclosure, Engagement, Environmental disclosure, ESG, Institutional Investors, Proxy season, Shareholder proposals, Shareholder voting, Sustainability
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A Closer Look at the Findings of Our 2017 Proxy Analysis: A New Normal Meets a New Reality
Executive pay practices settled in to a new normal in 2016, characterized by modest pay increases, continued emphasis on performance-oriented compensation, and annual and long-term incentive (LTI) plan design features and metrics consistent with those of recent years. In our annual examination of chief executive officer (CEO) pay among early proxy filers at S&P 1500 […]
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Posted in Accounting & Disclosure, Executive Compensation, Practitioner Publications
Tagged Bonuses, Equity-based compensation, Executive Compensation, Executive performance, Incentives, Long-Term value, Management, Pay for performance, Payouts, Shareholder value, TSR
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