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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
Reforming Culture and Conduct in the Financial Services Industry: How Can Lawyers Help?
My topic today is culture in financial services. Reform of culture has been a priority for the Federal Reserve Bank of New York for several years. Many of the observations I will share today are based on that work. But, as always, what I have to say reflects my own views and not necessarily those […]
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Posted in Accounting & Disclosure, Banking & Financial Institutions, Financial Regulation, Practitioner Publications, Securities Regulation
Tagged Accountability, Banks, Compliance & ethics, Corporate culture, Disclosure, Financial institutions, Financial regulation, Inside counsel, Oversight, Whistleblowers
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Anti-Activist Poison Pills
Hedge funds have become active in corporate governance. They push for changes in strategy, including making very specific proposals, and sometimes seek (and secure) board representation. They do this by buying shares, conducting public campaigns, lobbying managers and other shareholders, and sometimes running a proxy contest. In response, boards of directors have adopted a variety […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Securities Regulation
Tagged Boards of Directors, Delaware law, Hedge funds, Management, Poison pills, Proxy access, Proxy contests, Proxy voting, Securities regulation, Shareholder activism, Shareholder elections, Shareholder voting, Short-termism, Takeover defenses
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The Rise of Settled Proxy Fights
Shareholder activists showed no signs of slowing down in 2016. These investors continue to instill fear in corporate board rooms across America and bring their concerns to the public as illustrated by the growing number of proxy fights; 110 in 2016 alone, a 43% surge over 2012. In that time, companies have more frequently succumbed […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Engagement, Hedge funds, Institutional Investors, Management, Proxy access, Proxy fights, Proxy voting, Settlements, Shareholder activism, Shareholder voting, Short-termism, Succession
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Gender Diversity at Silicon Valley Public Companies 2016
Fenwick & West has released its updated study about gender diversity on boards and executive management teams of companies in the technology and life science companies included in the Silicon Valley 150 Index and very large public companies included in the Standard & Poor’s 100 Index. The Fenwick Gender Diversity Survey uses over 20 years of data to provide […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged Board composition, Board dynamics, Director qualifications, Diversity, Management, Public firms, Surveys, Tech companies
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Pre-IPO Pay for Snap’s CEO Evan Spiegel Outpaced Fellow Tech CEOs
Snap Inc. recently filed its Form S-1, setting in motion plans for an upcoming initial public offering. The filing included fiscal year 2016 compensation for CEO Evan Spiegel and two other executives, providing the first public disclosure of the company’s top executive compensation. The company [sought] a valuation that would rank among the largest initial valuations […]
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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Practitioner Publications
Tagged Dual-class stock, Equity-based compensation, Executive Compensation, Incentives, IPOs, Management, Say on pay, Shareholder voting, Tech companies
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Standing out from the Crowd via Corporate Goodness: Evidence from a Natural Experiment
The past few decades have witnessed increasing awareness of corporate social responsibility (CSR) activities. These corporate goodness activities, where firms commit to giving simultaneous attention to the legitimate interests of all stakeholders, include (but are not exclusive to) employee relations, corporate philanthropy, and environment initiatives. Increases in corporate CSR engagement have generated ever-growing attention from […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Corporate Social Responsibility, Empirical Research, Practitioner Publications
Tagged Corporate Social Responsibility, Executive performance, Hedging, Information environment, Management, Peer groups, Regulation SHO, Short sales, Signaling, Social capital
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Long-Term Value Begins at the Board
It’s an honor to be here with you today [March 7, 2017], and I am grateful for the opportunity to share our perspectives on corporate governance. First, I want to acknowledge the important work that Charles and his team do here at the Weinberg Center in promoting corporate governance. The forum you provide for leaders […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Social Responsibility, Institutional Investors, Practitioner Publications, Speeches & Testimony
Tagged Accountability, Boards of Directors, Diversity, Engagement, Environmental disclosure, ESG, Institutional Investors, Long-Term value, Shareholder value, Stewardship, Sustainability
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Energy Transfer Equity: Importance of Careful Compliance by General Partner with MLP Requirements
In Energy Transfer Equity L.P. Unitholder Litigation (Mar. 1, 2017), the Court of Chancery denied the parties’ cross-motions for summary judgment, and ruled that the plaintiffs’ challenge to the General Partner’s issuance of convertible units to certain (but not all) unitholders, in exchange for their common units (the “Issuance”), required development of a full factual […]
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Posted in Boards of Directors, Court Cases, Institutional Investors, Mergers & Acquisitions, Practitioner Publications
Tagged Audit committee, Boards of Directors, Conflicts of interest, Delaware cases, Delaware law, Fiduciary duties, Institutional Investors, Merger litigation, Mergers & acquisitions, Partnerships, Safe harbor, Shareholder suits
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DOJ’s New Guidance for Compliance Programs
On February 8, 2017, the Fraud Section of the U.S. Department of Justice (the “DOJ”) published a guide for companies called “Evaluation of Corporate Compliance Programs” (the “Guidance”). The Guidance is composed of common questions that the DOJ asks when evaluating a company’s compliance program. While the Guidance questions are largely based on familiar sources, […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement
Tagged Accounting, Compliance & ethics, Compliance and disclosure interpretation, Corporate culture, DOJ, Internal auditors, Management, Misconduct, Securities enforcement, Securities fraud
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