-
Supported By:
Subscribe or Follow
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
Proxy Access: Highlights of the 2017 Proxy Season
As we approach the end of the 2017 proxy season, the third since the New York City comptroller launched the Boardroom Accountability Project to enact proxy access across the U.S. market, proxy access has begun to transition from its “teenage growth spurt” to its “young adulthood” phase. Its adoption by companies is still on the […]
Click here to read the complete post
Posted in Corporate Elections & Voting, Practitioner Publications, Securities Regulation
Tagged Accountability, Charter & bylaws, Hedge funds, No-action letters, Proxy access, Proxy season, Public firms, SEC, Shareholder proposals, Shareholder rights, Shareholder voting, Transparency
Comments Off on Proxy Access: Highlights of the 2017 Proxy Season
After the Annual General Meeting: How Boards Can Prepare for Next Year
With the peak of proxy season in the rear-view mirror, companies and investors are analyzing takeaways from the thousands of meetings that have occurred over the past three months. Although most US companies received strong support from shareholders at their annual meeting, others faced low levels of support for executive compensation or directors or high […]
Click here to read the complete post
Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Board meetings, Boards of Directors, Engagement, Institutional Investors, Management, Proxy season, Shareholder proposals, Shareholder voting
Comments Off on After the Annual General Meeting: How Boards Can Prepare for Next Year
What are Boards For? Evidence from Closely Held Firms
What role(s) do boards of directors play? Existing research generally assumes the model of a corporation described by Berle and Means (1932)—one with a widely dispersed base of shareholders in which control is exercised by management. Yet a growing volume of research shows that most companies around the world have a controlling shareholder or group […]
Click here to read the complete post
Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Empirical Research, International Corporate Governance & Regulation
Tagged Agency costs, Boards of Directors, Closely-held corporations, Colombia, Controlling shareholders, Corporate forms, Fiduciary duties, Firm performance, International governance, Management, Minority shareholders
Comments Off on What are Boards For? Evidence from Closely Held Firms
Weekly Roundup: June 23–June 29, 2017
What Is the Business of Business? Posted by Andreas Nilsson, Sonanz GmbH and David Robinson, Duke University, on Friday, June 23, 2017 Tags: Agency model, Capital markets, Charitable spending, Corporate Social Responsibility, Firm performance, Market efficiency, Nonprofits, Philanthropy, Profitability, Public interest Treasury Department Issues Recommendations on Reforming the U.S. Financial System Posted by Lee A. Meyerson and Spencer A. Sloan, Simpson, Thacher & Bartlett LLP, on Friday, […]
Click here to read the complete post
Posted in Weekly Roundup
Tagged Weekly Roundup
Comments Off on Weekly Roundup: June 23–June 29, 2017
Remembering Rich Ferlauto
The memorial service for Rich Ferlauto was held on June 25, 2017 at Temple Rodef Shalom in Falls Church, Virginia. Ferlauto died May 8. He was most recently a co-founder of the 50/50 Climate Project, and a former deputy director of policy in the SEC’s office of investor education and advocacy. He was also a […]
Click here to read the complete post
Posted in Speeches & Testimony
2 Comments
The Increasing Evidence that Horizontal Shareholding Is Distorting Our Economy
Horizontal shareholding exists when major shareholders own stock in horizontal competitors. A year ago, I argued that such horizontal shareholding can have worrisome anticompetitive effects that help explain various puzzles about our economy (this article was discussed on the Forum here). In a new article, I show that new evidence both confirms my earlier conclusions […]
Click here to read the complete post
Posted in Academic Research, Executive Compensation, Institutional Investors
Tagged Antitrust, Conflicts of interest, Executive Compensation, Firm performance, Institutional Investors, Management, Market efficiency, Ownership
Comments Off on The Increasing Evidence that Horizontal Shareholding Is Distorting Our Economy
“Captured Boards”: The Rise of “Super Directors” and the Case for a Board Suite
In October 1972, former Supreme Court Justice Arthur Goldberg resigned from his seat as a director of Trans World Airlines. In a New York Times article published afterward, he expressed his frustration, stating that: “[t]he outside director is simply unable to gather enough independent information to act as a watchdog or sometimes even to ask […]
Click here to read the complete post
Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, HLS Research
Tagged Board independence, Board monitoring, Boards of Directors, Hedge funds, Information asymmetries, Information environment, Management, Oversight, Shareholder activism, Shareholder nominations
Comments Off on “Captured Boards”: The Rise of “Super Directors” and the Case for a Board Suite
The Financial CHOICE Act and the Debate Over Shareholder Proposals
A lively debate is erupting over a provision in the House-approved Financial CHOICE Act that would increase the stock ownership threshold for submitting shareholder proposals in the company’s proxy statement from the current level of $2,000 to 1% of common stock outstanding, and would extend the stockholding duration requirement from one year to three years. […]
Click here to read the complete post
Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, CHOICE Act, Engagement, Institutional Investors, Ownership, Proxy access, Proxy voting, SEC, Securities regulation, Shareholder proposals, Shareholder voting
Comments Off on The Financial CHOICE Act and the Debate Over Shareholder Proposals
Federal Bill Attempts to Silence Investors
A broad coalition of state fiduciaries joined New York State Comptroller Thomas P. DiNapoli and New York City Comptroller Scott Stringer [on June 6, 2017] in issuing a Joint Statement on Defending Fundamental Shareowner Rights in strong support of the use of shareholder proposals as an essential tool in maintaining corporate transparency and accountability. The Statement is in response […]
Click here to read the complete post
Posted in Corporate Elections & Voting, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Accountability, CHOICE Act, Institutional Investors, New York, Public firms, SEC, Securities regulation, Shareholder proposals, Shareholder rights, Transparency, US House
Comments Off on Federal Bill Attempts to Silence Investors
Ten Questions Every Board Should Ask in Overseeing Cyber Risks
Those who work in the cybersecurity industry believe that there are two types of companies in the United States: “those that have been hacked and those that don’t know they’ve been hacked.” Indeed, more and more companies are experiencing data breaches, and it seems that hardly a week goes by without a data breach reported […]
Click here to read the complete post
Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged Board monitoring, Boards of Directors, Cybersecurity, Management, Oversight, Privacy, Reputation, Risk, Risk management, Risk oversight
Comments Off on Ten Questions Every Board Should Ask in Overseeing Cyber Risks