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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
Progress in Understanding Proxy Access and the Shareholder Proposal Process
In an August 2016 post on this blog, Bernard Sharfman discussed a previous version of our paper, Governance Changes through Shareholder Initiatives, describing it as a well-done study but one whose results he interpreted differently than us. We agree with Sharfman that careful analysis and continued research in this area is important. However, we believe important […]
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Posted in Academic Research, Accounting & Disclosure, Corporate Elections & Voting, Empirical Research, Securities Regulation
Tagged Management, Private ordering, Proxy access, Securities regulation, Shareholder activism, Shareholder proposals, Shareholder voting
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The Life (and Death?) of Corporate Waste
At first glance, corporate law’s waste doctrine makes little sense. The classic definition of waste—a transaction “for consideration so disproportionately small as to lie beyond the range at which any reasonable person might be willing to trade,” an act equivalent to “gift” or “spoliation” of corporate assets—suggests that waste should never arise, for what corporation […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Mergers & Acquisitions, Securities Litigation & Enforcement
Tagged Acquisitions, Agency costs, Business judgment rule, Corporate governance, Delaware articles, Delaware cases, Delaware law, Executive Compensation, Fiduciary duties, Management, Managerial style, Merger litigation, Mergers & acquisitions, Securities litigation
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2017 Board Priorities Report
Geopolitical developments, innovation and technology are rapidly accelerating change in the global economy and affecting how companies create competitive advantage. Boards should continue to rethink and address their organization’s strategy, risk management and whether the required talent is in place to deal with such changes. Boards may need to rethink their own composition and structure […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged Accounting, Audit committee, Board composition, Board performance, Boards of Directors, Capital allocation, Capital formation, Corporate culture, Cybersecurity, Diversity, Long-Term value, Oversight, Risk management, Risk oversight, Taxation
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Are Directors Really Irrelevant to Capital Structure Choice?
Theories of capital structure typically say that the optimal level of debt depends on the characteristics of a firm, such as volatility of its business, and environmental variables such as tax rates and interest rates. Thus, other things equal, the 35-year fall in 10-year bond yields over the 1981-2016 period would be expected to lead […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Empirical Research
Tagged Agency costs, Boards of Directors, Capital allocation, Capital structure, Fiduciary duties, Information environment, Interlocking boards, Leverage, Management, Social networks
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Weekly Roundup: December 22–December 29, 2016
A “Successful” Case of Activism at the Canadian Pacific Railway: Lessons in Corporate Governance Posted by Yvan Allaire and François Dauphin, IGOPP and UQAM, on Friday, December 23, 2016 Tags: Boards of Directors, Canada, Hedge funds, Information asymmetries, Information environment, International governance, Management, Mergers & acquisitions, Pershing Square, Proxy fights, Shareholder activism, Target firms U.K. […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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Executive Compensation: Analysis of Recent Incentive Financial Goals
In order to understand the financial performance measures, target goals, performance ranges, and payouts of an annual incentive plan, we analyzed the proxy-disclosed practices of approximately 100 manufacturing and materials companies. We assessed year-over-year (YOY) trends in particular, including the change in target goals relative to actual results and the spread of threshold to maximum […]
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Posted in Accounting & Disclosure, Executive Compensation, Practitioner Publications
Tagged Boards of Directors, Disclosure, Equity-based compensation, Executive Compensation, Firm performance, Incentives, Pay for performance, Payouts, Performance measures, Proxy disclosure, Shareholder value
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Female Directors, Board Committees and Firm Performance
There is an increasing focus on the gender diversity of executive boards. While the share of female employment in large firms has increased dramatically in the United States and the European Union, this has not been reflected in the gender composition of executive boards (Black and Juhn, 2000; Bertrand and Hallock, 2001). Growing concerns about […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Empirical Research, International Corporate Governance & Regulation
Tagged Audit committee, Board composition, Boards of Directors, Compensation committees, Decision-making, Director qualifications, Diversity, EU, Europe, Firm performance, International governance, Nominating committees, Securities regulation
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Results of the 2016 Proxy Season in Silicon Valley
In the 2016 proxy season, most of the technology and life sciences companies included in the Silicon Valley 150 Index (SV 150) and the public companies in other industries included in the Bay Area 25 Index (BA 25) held annual meetings that included voting for the election of directors, ratifying the selection of auditors of the company’s financial statements […]
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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Practitioner Publications
Tagged Boards of Directors, ESG, Executive Compensation, Peer groups, Proxy access, Proxy season, Proxy voting, Say on pay, Shareholder elections, Shareholder proposals, Shareholder voting, Surveys, Tech companies
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2016 Spencer Stuart Board Index
Investor attention to board performance and governance continues to escalate, and, increasingly, it’s large institutional investors—so-called “passive” investors—who are making known their expectations in areas such as board composition, disclosure and shareholder engagement. Long-term investors have shifted their posture to taking positions on good governance, and are increasingly demonstrating common ground with activists on governance […]
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Posted in Boards of Directors, Institutional Investors, Practitioner Publications
Tagged Board communication, Board composition, Board evaluation, Board independence, Board performance, Board tenure, Board turnover, Boards of Directors, Director qualifications, Diversity, Engagement, Institutional Investors, Term limits
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Rethinking US Financial Regulation in Light of the 2016 Election
Throughout his campaign, Donald Trump wavered between populist and business-friendly policies and expressed seemingly conflicting plans for Wall Street—on the one hand advocating for less regulation with a repeal of the Dodd-Frank Act, the wide-ranging financial statute that was born of the 2008 financial crisis, but on the other hand proposing the introduction of a […]
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Posted in Banking & Financial Institutions, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Banks, Capital requirements, CFPB, CFTC, CHOICE Act, Deregulation, Dodd-Frank Act, Donald Trump, Federal Reserve, Fiduciary duties, Financial institutions, Financial regulation, FSOC, Glass-Steagall, OCC, Presidential elections, Securities regulation, Treasury Department, Volcker Rule
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