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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
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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How Delaware May Be Dethroned and Why It Should Not
Delaware’s preeminent role in corporate regulation has endured for several important reasons. Most importantly, the state’s entire approach to the corporate law has been centered on investor protection. Although through the years the ways by which it has tried to achieve this protection have changed, it is this animating principle that defines its laws. Investors are keenly […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Securities Regulation
Tagged Delaware articles, Delaware law, DGCL, Dodd-Frank Act, Incorporations, Jurisdiction, Sarbanes–Oxley Act, Securities regulation, State law, U.S. federal courts
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Governance in the Changing U.S. Political Landscape
Consistent with their stewardship obligations, institutional investors around the world regularly monitor and assess changing political dynamics, geopolitical tensions, economic stability and systemic risks. This broad purview of political assessment includes the outcomes of key elections in 2016 that triggered a new policy trajectory in important global markets where global institutional investors have considerable holdings […]
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Posted in Accounting & Disclosure, International Corporate Governance & Regulation, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Compliance & ethics, Dodd-Frank Act, Donald Trump, ESG, FCPA, Financial regulation, Institutional Investors, Institutional monitoring, International governance, Investor horizons, Presidential elections, Securities regulation, Systemic risk, Taxation
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Weekly Roundup: March 24–30, 2017
Is the American Public Corporation in Trouble? Posted by Kathy Kahle, University of Arizona and René Stulz, Ohio State University, ECGI, and NBER, on Friday, March 24, 2017 Tags: Accounting standards, Agency costs, Capital allocation, Capital structure, Cash flows, Dividends, Equity offerings, Firm performance, IPOs, Leverage, Ownership structure, Payouts, Private firms, Public firms, R&D, Repurchases […]
Click here to read the complete postThe Investor Stewardship Group: An Inflection Point in U.S. Corporate Governance?
A potentially influential new organization of institutional investors has made its presence known in the U.S. corporate governance scene. On January 31, 2017, the Investor Stewardship Group (ISG), a “collective” of some of the largest U.S. and international investors, announced the launch of an ambitious program to establish a set of basic corporate governance principles […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Accountability, Boards of Directors, Engagement, Institutional Investors, Proxy access, Proxy advisors, Proxy voting, Shareholder value, Shareholder voting, Stewardship, Stewardship Code
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Int’l Brotherhood—Reduction of Merger Litigation Risk by Massachusetts Supreme Court
The recent decision by the Massachusetts Supreme Judicial Court in Int’l Brotherhood of Electrical Workers Loc. No. 129 Benefit Fund v. Tucci has the potential to significantly reduce merger litigation for publicly traded companies incorporated in Massachusetts. The decision, arising out of the Dell/EMC transaction, held that because directors of a Massachusetts company generally owe […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Controlling shareholders, Delaware law, Derivative suits, DGCL, Fiduciary duties, Massachusetts, Merger litigation, Mergers & acquisitions, State law
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Corporate Employee-Engagement and Merger Outcomes
Corporations represent a nexus of implicit and explicit contracts between shareholders and stakeholders. An important stakeholder group that is crucial to firms’ operations and performance consists of the employees, representing a firm’s human capital. Employees are involved in the firm’s daily operations, have a contractual claim on the company in the form of salaries, and […]
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Posted in Academic Research, Empirical Research, Mergers & Acquisitions
Tagged Contracts, Cross-border transactions, Diversity, Engagement, Firm performance, Incentives, Labor markets, Mergers & acquisitions, Shareholder value, Stakeholders
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2017 Institutional Investor Survey
There is an increased emphasis being placed on Environmental, Social and Governance (ESG) considerations by the investment community. ESG considerations’ shift into the mainstream is being propelled by regulatory changes and the proliferation of data substantiating that ESG integration can help increase risk-adjusted investment returns. Despite the current political uncertainty around the world, it appears […]
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Posted in Accounting & Disclosure, Boards of Directors, Comparative Corporate Governance & Regulation, Executive Compensation, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Asset management, Board composition, Board performance, Boards of Directors, Director qualifications, Diversity, Engagement, ESG, Executive Compensation, Institutional Investors, International governance, Mutual funds, Pay for performance, Say on pay, Shareholder activism, Shareholder value, Surveys
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Controlling Systemic Risk Through Corporate Governance
In Policy Brief No. 99—February 2017 of the Centre for International Governance Innovation (CIGI), I explain how corporate governance could be used to help control systemic risk. Excessive risk taking by systemically important financial firms is widely seen as one of the primary causes of the 2007-2008 global financial crisis. Most of the post-crisis regulatory […]
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Posted in Academic Research, Accounting & Disclosure, Banking & Financial Institutions, Comparative Corporate Governance & Regulation, Financial Crisis
Tagged Business judgment rule, Capital requirements, Financial crisis, Financial institutions, Liquidity, Management, Moral hazard, Public interest, Risk management, Risk-taking, SIFIs, Systemic risk
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