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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
Poisoned Chalice? An Analysis of Investor Voting on Golden Parachutes
Data from Proxy Insight finds that investor voting on Golden Parachutes is not what it seems, with some investors voting in favor of controversial proposals, despite their voting policies saying otherwise. So far this year, many of the proposals most firmly opposed by shareholders have related to “golden parachutes”—large payments made to a company’s top […]
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Posted in Boards of Directors, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Executive Compensation, Golden parachutes, Institutional Investors, Management, Say on pay, Severance, Shareholder voting, Succession
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Saba Software Inc.—Eluding Corwin Dismissal
On March 31, 2017, the Delaware Court of Chancery issued a decision in In re Saba Software, Inc. Stockholder Litigation that was the first of its kind. In its October 2015 decision in Corwin v. KKR Financial Holdings, LLC, the Delaware Supreme Court held that the fully informed, uncoerced approval of a merger by a […]
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Posted in Accounting & Disclosure, Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Corporate fraud, Delaware cases, Delaware law, Disclosure, Duty of loyalty, Financial reporting, In re Revlon, Information asymmetries, Management, Merger litigation, Mergers & acquisitions, Restatements, SEC, SEC enforcement, Securities damages, Securities regulation, Settlements, Shareholder suits, Shareholder voting
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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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