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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
How Directors Can Use Sustainability to Drive Value
Boards frequently encounter sustainability and other environmental, social and governance (ESG) issues in the oversight of a company’s operations, management, financial reporting and public disclosure. Investors increasingly highlight the importance of ESG issues through investment strategies, shareholder proposals and public statements. Industry groups also monitor companies’ ESG efforts, and the Securities and Exchange Commission (SEC) […]
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Posted in Accounting & Disclosure, Boards of Directors, Institutional Investors
Tagged Accounting, Boards of Directors, Disclosure, Environmental disclosure, ESG, Institutional Investors, Long-Term value, Reputation, Shareholder value, Sustainability
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Regulating Robo Advice Across the Financial Services Industry
The growth of investment robo-advisors, web-based insurance exchanges, on-line credit comparison sites, and automated personal financial management services creates significant opportunities and risks for consumers that regulators across the financial services spectrum have yet even to assess, let alone address. Because of the scale that automation makes possible, these services have the potential to provide […]
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Posted in Academic Research, Banking & Financial Institutions, Financial Regulation
Tagged Algorithmic trading, Banks, Broker-dealers, Consumer protection, Financial advisers, Financial regulation, Financial technology, FINRA, Insurance, Investor protection, Systemic risk
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Balancing Concessions to Activists Against Responsiveness to the Broader Shareholder Base
Quick settlements with activist hedge funds to recompose boards and adjust strategic plans have resulted in hundreds of new directors and changes to stand-alone plans in the S&P 500 over the last two years. The arguably outsized influence of these activists, which often own less than 5% of their targets’ public floats, led one of […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Delaware law, Disclosure, Executive Compensation, Fiduciary duties, Hedge funds, Institutional Investors, Management, Proxy access, Settlements, Shareholder activism, Shareholder voting
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Reforming Culture for the Long Term
This morning [March 21, 2017], I would like to highlight three issues that are critical to improving culture within the financial services industry: First, defining and clarifying purpose, because clear goals are necessary if one is to assess performance; Second, measurement of how firms and the industry are performing; and Third, whether incentives encourage behaviors […]
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Posted in Banking & Financial Institutions, Financial Crisis, Practitioner Publications, Speeches & Testimony
Tagged Accountability, Banker bonuses, Banks, Compliance & ethics, Corporate culture, Financial crisis, Financial institutions, Firm performance, Incentives, Misconduct, Oversight, Reputation, Risk-taking
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Product Market Competition in a World of Cross-Ownership: Evidence from Institutional Blockholdings
Over the past few decades, publicly traded firms have become increasingly interconnected through common stock ownership. For example, the fraction of U.S. public firms held by institutional blockholders that simultaneously hold at least 5% of the common equity of other same-industry firms has increased from below 10% in 1980 to about 60% in 2014. This […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research, Institutional Investors
Tagged Blockholders, Firm performance, Information asymmetries, Innovation, Institutional Investors, Market efficiency, Ownership, Ownership structure, Public firms, Schedule 13D
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U.S. Board Practices
This year’s Board Practices Study focuses not only on longstanding issues traditionally covered, but on those which have driven increased shareholder interest in the boardroom over the past several years. Governance continues to evolve, but investor focus in recent years has been particularly pointed as new concerns have emerged, and the ways in which companies […]
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Posted in Accounting & Disclosure, Boards of Directors, Institutional Investors, Practitioner Publications
Tagged Accountability, Board composition, Board dynamics, Board performance, Board tenure, Boards of Directors, Director compensation, Diversity, Institutional Investors, ISS, Proxy advisors, Surveys
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Columbia Pipeline: Directors’ Self-Interest Does Not Exclude “Cleansing” Under Corwin
In Columbia Pipeline Group, Inc. Stockholder Litigation (March 7, 2017), Vice Chancellor Laster granted the defendants’ motion to dismiss a putative class action challenging the $13 billion sale of Columbia Pipeline Group, Inc. to TransCanada Corporation. The plaintiffs alleged that all of the Columbia Pipeline directors and certain officers had breached their duty of loyalty […]
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Posted in Accounting & Disclosure, Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Business judgment rule, Class actions, Conflicts of interest, Delaware cases, Delaware law, Disclosure, Duty of loyalty, Fiduciary duties, Merger litigation, Mergers & acquisitions, Spinoffs
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Cash Holdings and Labor Heterogeneity: The Role of Skilled Labor
In today’s competitive labor market, many firms are facing challenges in recruiting and retaining talent. The Manpower Group, a leader in human resource consultancy, has been conducting a worldwide “Talent Shortage Survey” in recent years. In 2015, 38% of 41,000 employers in 42 countries reported difficulty filling jobs due to lack of available skills. In […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research
Tagged Capital markets, Cash flows, Human capital, Incentives, Labor markets, Leverage, Market conditions
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As the U.S. Seeks to Roll Back Regulations, the European Parliament Adopts New Corporate Governance Rules
Just when the U.S. is looking at how to roll back its regulations on corporations (among others) (see, e.g., this PubCo post, this PubCo post and this PubCo post), the rest of the world seems to be headed in the opposite direction. On Tuesday, the EU Parliament approved a Shareholder Rights Directive, which introduces, among other things, […]
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Posted in Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Executive Compensation, Institutional Investors, International Corporate Governance & Regulation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Accountability, Disclosure, Engagement, EU, Europe, Executive Compensation, Financial crisis, Fund managers, Incentives, Institutional Investors, International governance, Management, Say on pay, Shareholder rights, Transparency, UK
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