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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
Coordination and Monitoring in Changes of Control: The Controversial Role of “Wolf Packs” in Capital Markets
“Wolf packs” are loose networks of parallel-minded shareholders (typically hedge funds) that act together to effect change in a given corporation without disclosing their collective interest. Wolf packs are able to circumvent disclosure rules typically applied to shareholders that act together by deliberately avoiding being characterized as a “group” for the purposes of US securities […]
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Posted in Academic Research, Accounting & Disclosure, Corporate Elections & Voting, International Corporate Governance & Regulation, Mergers & Acquisitions
Tagged Beneficial owners, Canada, Change in control, Disclosure, Hedge funds, Institutional Investors, International governance, Proxy contests, Proxy voting, Shareholder activism, Shareholder rights, Shareholder voting, Signaling
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Risk Management and the Board of Directors
Introduction Overview The year 2017 begins amid significant shifts in the world’s geopolitical order. Recent events such as the U.S. Presidential election and the United Kingdom’s historic vote to leave the European Union have brought with them a great deal of both political and economic uncertainty. At the same time, the ever-increasing dependence on technological […]
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Posted in Accounting & Disclosure, Boards of Directors, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Accountability, Accounting, Boards of Directors, Compliance & ethics, Corporate culture, Cybersecurity, Fiduciary duties, Institutional Investors, Oversight, Risk, Risk management, Risk oversight, Securities regulation
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U.S. Corporate Governance: Will Private Ordering Trump Political Change?
In the weeks following the U.S. presidential election, companies and investors enjoyed a stock market rally fueled by expectations concerning tax cuts, increased government spending and significant deregulation. While the legal and regulatory changes envisioned under a new presidential administration may present real and substantial opportunities for companies, those changes may have little if any […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Financial Regulation, Practitioner Publications, Securities Regulation
Tagged Accountability, Board composition, Boards of Directors, CHOICE Act, Disclosure, Dodd-Frank Act, Donald Trump, Engagement, Environmental disclosure, ESG, Financial regulation, Institutional Investors, Private ordering, Proxy access, Securities regulation, Shareholder voting
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Contractual Freedom and the Evolution of Corporate Control in Britain, 1862 to 1929
British general incorporation law granted companies an extraordinary degree of contractual freedom to craft their own governance rules. It provided companies with a default set of articles of association, but incorporators were free to reject any part or the entire model and write their own rules instead. We study the uses to which incorporators put […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, International Corporate Governance & Regulation
Tagged Charter & bylaws, Contracts, Corporate forms, International governance, Legal history, Legal systems, Shareholder rights, Shareholder value, UK
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BlackRock CEO’s Annual Letter Asks Companies to Address Impact of Changes in Global Environment
This year, in his annual letter to corporate CEOs, Laurence D. Fink, CEO of asset manager BlackRock, challenges companies to address the impact of significant political, economic, societal and technological changes on their current strategies for long-term value creation: “As BlackRock engages with your company this year, we will be looking to see how your […]
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Posted in Accounting & Disclosure, Corporate Social Responsibility, Institutional Investors, Practitioner Publications
Tagged Accountability, Asset management, BlackRock, Corporate Social Responsibility, Disclosure, Environmental disclosure, ESG, Institutional Investors, Long-Term value, R&D, Shareholder value, Stakeholders
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Business Judgment Rule Applies to Stockholder-Approved Transaction Involving Controlling Stockholder
The Delaware Court of Chancery ruled [on January 30, 2017] that the protection of the business judgment rule afforded to directors involved in a change of control transaction that is approved by a majority of fully informed, disinterested stockholders—as reinforced by the Delaware Supreme Court in 2015 in Corwin v. KKR Financial Holdings LLC (discussed […]
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Posted in Accounting & Disclosure, Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, Business judgment rule, Change in control, Controlling shareholders, Delaware cases, Delaware law, Disclosure, Fairness review, Fiduciary duties, Merger litigation, Minority shareholders, Shareholder suits
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Why Do Boards Exist? Governance Design in the Absence of Corporate Law
The board is commonly described as a monitor of management on behalf of dispersed shareholders, but fundamental aspects of exactly how and when it adds value, are still open questions (Adams, Hermalin and Weisbach (2010)). While boards help to solve managerial agency problems, they also entail costs by introducing an additional agency layer to the […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Empirical Research, International Corporate Governance & Regulation
Tagged Accountability, Agency costs, Agency model, Boards of Directors, Corporate governance, Europe, International governance, Management, Norway, Oversight, Shareholder rights, Shareholder voting
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Trump Administration and Congress Signal New Priorities for Financial Regulation
The new Administration and Congress are pursuing a multi-pronged approach to regulatory relief for financial services firms, with stated goals of reducing administrative burdens and complexity as a means to spur economic growth. This includes a series of Executive Orders and Presidential Memoranda aimed at establishing new principles for financial regulation, temporarily staying and reconsidering […]
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Posted in Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Banks, CFPB, Dodd-Frank Act, DOL, Donald Trump, Fiduciary rule, Financial institutions, Financial regulation, Investment advisers, Securities regulation
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Avoiding an ISS Negative Recommendation: Considerations for Approval of Equity Incentive Plan Proposals
As the 2017 proxy season approaches, companies may be preparing to solicit shareholder approval for a new, or an amendment to an existing, equity incentive plan. In doing so, in addition to considering business needs, companies must keep in mind the positions of proxy advisory firms—particularly Institutional Shareholder Services (ISS) and Glass Lewis—if those firms’ […]
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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Executive Compensation, Glass Lewis, Incentives, Institutional Investors, ISS, Management, Pay for performance, Proxy advisors, Proxy voting, Say on pay, Shareholder voting
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Vindicating the Duty of Loyalty: Using Data Points of Successful Stockholder Litigation as a Tool for Reform
The stockholder litigation reform agenda is currently shaped by the felt necessity of the time to reduce or eliminate those types of stockholder actions that typically had been settled for nominal relief soon after filing. For example, Judge Richard Posner writes that “deal litigation” is a term used “disapprovingly” and class action settlements in which […]
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Posted in Academic Research, Mergers & Acquisitions, Securities Litigation & Enforcement
Tagged Attorneys' fees, Class actions, Delaware articles, Delaware cases, Delaware law, Derivative suits, Disclosure, Fee-Shifting, In re Trulia, Merger litigation, Shareholder suits
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