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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
Areas of Focus for Global Audit Regulators
Today [Dec. 13, 2016], I want to touch on four topics: recent enforcement findings, firm governance and transparency, non-GAAP financial measures, and the impact of technology on audits. I know that some of the topics I want to address have already been discussed in the Enforcement breakout session, by the panel on Taking Forward Audit […]
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Posted in Accounting & Disclosure, Comparative Corporate Governance & Regulation, Practitioner Publications
Tagged Accounting, Accounting standards, Audits, Corporate culture, Disclosure, Environmental disclosure, Financial reporting, Financial technology, GAAP, Innovation, Misconduct, Misreporting, Oversight, PCAOB, Settlements, Transparency
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2016 Corporate Governance Annual Summary
The Florida SBA’s annual corporate governance summary explains how the Board makes proxy voting decisions, describes the process and policies used to analyze corporate governance practices, and details significant market issues affecting global corporate governance practices at owned companies. The SBA acts as a strong advocate and fiduciary for Florida Retirement System (FRS) members and […]
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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Asset management, Boards of Directors, Engagement, Executive Compensation, Florida SBA, Institutional Investors, Pension funds, Proxy contests, Proxy voting, Say on pay, Shareholder activism, Shareholder proposals, Shareholder voting
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Do CEO Bonus Plans Serve a Purpose?
In our paper, Do CEO Bonus Plans Serve a Purpose?, we examine the financial incentives provided by executive bonuses and the role of bonus plans in managers’ compensation packages. The vast majority of U.S. executive compensation plans incorporate bonus payouts, and boards devote considerable time and expense to designing these often complex plans. However, prior […]
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Posted in Academic Research, Accounting & Disclosure, Comparative Corporate Governance & Regulation, Empirical Research, Executive Compensation
Tagged Accountability, Bonuses, Compensation consultants, Equity-based compensation, Executive Compensation, Executive turnover, Incentives, Management, Managerial style, Pay for performance, Peer groups, Proxy advisors, Public firms, Say on pay
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Delaware Supreme Court Ruling in Zynga: Reasonable Doubt of Director Independence
For the second time in the last 14 months, the Delaware Supreme Court has reversed a decision by the Court of Chancery to dismiss a complaint for failure to plead demand excusal under Court of Chancery Rule 23.1. In Sandys v. Pincus (“Zynga”), the Supreme Court, in a majority opinion, held that the derivative plaintiff […]
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Posted in Accounting & Disclosure, Boards of Directors, Court Cases, Securities Litigation & Enforcement
Tagged Agency costs, Board independence, Boards of Directors, Conflicts of interest, Delaware cases, Delaware law, Derivative suits, Disclosure, Shareholder suits, Social networks
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U.K. Proposed Enhancements to Corporate Governance: Will the New U.S. Administration Follow?
One of the prevailing narratives of the recent Presidential election was that the same gestalt that drove the Brits to vote for Brexit also animated the pro-Trump forces and led to his presidential victory. Why then, when it comes to regulation of corporate conduct, do the two countries appear to be headed in such different […]
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Posted in Accounting & Disclosure, Boards of Directors, Executive Compensation, International Corporate Governance & Regulation, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Compensation disclosure, Compensation ratios, Dodd-Frank Act, Donald Trump, Executive Compensation, Incentives, International governance, Say on pay, Securities regulation, Transparency, UK
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A “Successful” Case of Activism at the Canadian Pacific Railway: Lessons in Corporate Governance
Pershing Square Capital Management, an activist hedge fund owned and managed by William Ackman, began hostile maneuvers against the board of CP Rail in September 2011 and ended its association with CP in August 2016, having netted a profit of $2.6 billion for his fund. This Canadian saga, in many ways, an archetype of what […]
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Posted in Academic Research, International Corporate Governance & Regulation, Mergers & Acquisitions
Tagged Boards of Directors, Canada, Hedge funds, Information asymmetries, Information environment, International governance, Management, Mergers & acquisitions, Pershing Square, Proxy fights, Shareholder activism, Target firms
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Weekly Roundup: December 16–December 22, 2016
Nasdaq and NYSE Guidance on Equity Plan Amendments Increasing Share Withholding Posted by David M. Kaplan and Andrew J. Rudolph, Pepper Hamilton LLP, on Friday, December 16, 2016 Tags: Accounting standards, Compensation committees, Compensation guidelines, Compensation regulation, Equity-based compensation, Executive Compensation, Listing standards, NASDAQ, NYSE, Shareholder rights, Shareholder voting, Taxation Protecting Financial Cyberspace Posted by […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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Think Twice Before Settling With An Activist
The vast majority of activist situations result in a negotiated settlement between the activist and the target company. The problem is that—more often than not—settlements fail to secure long-lasting peace between the parties. This post examines why many companies have “buyer’s remorse” post-settlement and why a proxy fight is not the only alternative to settling […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Agency costs, Boards of Directors, Duty of loyalty, Engagement, Golden leashes, Hedge funds, Incentives, Institutional Investors, Investor horizons, Long-Term value, Proxy contests, Proxy fights, Settlements, Shareholder activism, Shareholder value, Short-termism, Target firms
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Proxy Advisors and Investors Prep for 2017 Proxy Season
As 2016 draws to a close, shareholder proponents and proxy advisors have begun laying the groundwork for the 2017 proxy season. Institutional Shareholder Services (ISS) and Glass Lewis recently released their U.S. voting policy updates which address a range of issues including directors’ outside board service, restrictions on the submission of binding shareholder proposals, governance […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Director compensation, Environmental disclosure, Equity-based compensation, Executive Compensation, Glass Lewis, Incentives, Institutional Investors, IPOs, ISS, Overboarding, Pay for performance, Proxy access, Proxy advisors, Proxy season, Proxy voting, Rule 14a-8, Securities regulation, Shareholder proposals, Shareholder voting, Sustainability
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Corporate Environmental Policy and Shareholder Value: Following the Smart Money
The headline of Milton Friedman’s 1970 New York Times Magazine article: “The social responsibility of a business is to increase its profits” reflects a widely held view that only “socially responsible” investors benefit directly from corporate actions that are deemed socially responsible. However, not all socially responsible policies are equivalent. For example, socially responsible corporate […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Corporate Social Responsibility, Empirical Research, Institutional Investors
Tagged Corporate Social Responsibility, Environmental disclosure, ESG, Firm valuation, Institutional Investors, Institutional monitoring, Market efficiency, Ownership, Profitability, Public perception, Reputation, Risk management, Risk-taking, Shareholder value, Stock analysts, Sustainability
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