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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 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
Shareholder Engagement: An Evolving Landscape
The significant rise of activism over the last decade has sharpened the focus on shareholder engagement in boardrooms and executive suites across the US. Once considered a perfunctory exercise, designed to simply answer routine questions on performance or, occasionally, drum up support for a corporate initiative, shareholder engagement has become a strategic imperative for astute […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Board communication, Boards of Directors, Engagement, Financial reporting, Fund managers, Institutional Investors, Management, Proxy advisors, Proxy voting, Shareholder activism, Shareholder meetings, Transparency
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Pilot CEOs and Corporate Innovation
Corporate innovation is an important driver of firm value. However, given the inherently risky nature of innovation outcomes, CEOs would be reluctant to undertake innovation. Mainstream research in economics has focused on extrinsic motivation though the design of financial incentives. An alternative solution is to select CEOs with the right temperament for innovation. A recent survey of 5,000 executives in innovative […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, Executive Compensation
Tagged Behavioral finance, Corporate culture, Executive Compensation, Firm performance, Incentives, Innovation, Management, Managerial style, R&D, Risk-taking
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The Materiality Gap Between Investors, the C-Suite and Board
Investors, the C-suite and boards have different views about what is, or should be, considered material information. A company’s financial results would be considered material by all parties. Based on SEC rules, companies are required to provide updates on their financial results on a quarterly and annual basis (10-Q and 10-K, respectively) and also timely […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Social Responsibility, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Accounting, Boards of Directors, Corporate Social Responsibility, Disclosure, Environmental disclosure, ESG, Financial reporting, Information asymmetries, Inside information, Insider trading, Institutional Investors, Management, Materiality, SEC, Securities regulation, Sustainability
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The Regulatory and Enforcement Outlook for Financial Institutions in 2017
Economic sanctions, anti-money laundering and cybersecurity remain at the forefront of U.S. regulatory priorities. This memorandum surveys major developments and trends in these areas in 2016 and early 2017 and provides an outlook for financial institutions in the year ahead. As discussed below, although the new administration brings considerable uncertainty, we believe the strong federal […]
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Posted in Accounting & Disclosure, Banking & Financial Institutions, Financial Regulation, Practitioner Publications
Tagged Accountability, Accounting, Banks, BSA/AML, Compliance & ethics, Compliance and disclosure interpretation, Cybersecurity, Financial institutions, Financial regulation, Money laundering, Oversight, Risk management
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The Heterogeneity of Board-Level Sustainability Committees and Corporate Social Performance
In our article, The Heterogeneity of Board-Level Sustainability Committees and Corporate Social Performance, forthcoming in the Journal of Business Ethics, we explore the performance impact of board-level sustainability committees. Despite the increased prevalence of these committees on corporate boards, some critique their presence as a mere symbolic action to appease disgruntled stakeholders—ranging from representatives of […]
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Posted in Academic Research, Accounting & Disclosure, Boards of Directors, Corporate Social Responsibility
Tagged Accountability, Accounting, Board performance, Boards of Directors, Corporate Social Responsibility, Environmental disclosure, ESG, Oversight, Risk management, Stakeholders, Sustainability
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Dow 30 CEOs’ Stock Value Gained $400 Million Since Election Day
As the Dow Jones Industrial Average (DJIA) crested 20,000 for the first time in history just days after Donald Trump was inaugurated as President of the United States, it’s no surprise that the value of stock ownership among the nation’s top CEOs would have increased in kind. Indeed, according to a new study from Equilar, […]
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Posted in Accounting & Disclosure, Executive Compensation, Practitioner Publications
Tagged Equity-based compensation, Executive Compensation, Executive ownership, Firm performance, Firm valuation, Incentives, Management, Market reaction, Presidential elections, Stock performance
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Initial Lessons from the Anthem-Cigna M&A Lawsuit
On February 8, 2017, U.S. District Judge Amy Berman Jackson blocked the proposed $48 billion merger of health insurers Anthem Inc. and Cigna Corp. on antitrust grounds. In the wake of this ruling, Cigna notified Anthem that it was terminating their merger agreement and, on February 14, filed suit against Anthem in the Delaware Court […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Acquisition agreements, Antitrust, Break fees, Delaware cases, Delaware law, Merger litigation, Mergers & acquisitions, Termination, Termination fees, U.S. federal courts
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A Look at Board Composition: How Does Your Industry Stack Up?
Does your board have the right makeup for the future? Board composition is “the” issue for investors in 2017. Some industries are taking more steps to refresh their board than others—how does yours stack up? As the economic environment changes and lines between industries start to blur, companies are looking for directors with different, less traditional and […]
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Posted in Accounting & Disclosure, Boards of Directors, Comparative Corporate Governance & Regulation, International Corporate Governance & Regulation, Practitioner Publications
Tagged Board composition, Board evaluation, Board tenure, Boards of Directors, Disclosure, Diversity, International governance, Management, Peer groups
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Focus on Annual Incentives: Metrics, Goals, and More
Boards around the world are searching for the “right” performance metrics, and the “right” way to set performance goals. While much of the focus is often on long-term awards, short-term metrics and targets can pose as much or even more of a challenge. Long-term programs are often based on relative performance measures, but short-term programs […]
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Posted in Accounting & Disclosure, Boards of Directors, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Accounting, Boards of Directors, Compensation committees, Executive Compensation, Executive performance, Firm performance, Forecasting, Incentives, Institutional Investors, Management, Pay for performance, Proxy advisors, Say on pay, Shareholder value, Short-termism
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