-
Supported By:
Subscribe or Follow
HLS Faculty & Senior Fellows
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
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino
- Steven J. Williams
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
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 […]
Click here to read the complete post
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
Comments Off on Proxy Advisors and Investors Prep for 2017 Proxy Season
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 […]
Click here to read the complete post
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
Comments Off on Corporate Environmental Policy and Shareholder Value: Following the Smart Money
Universal Proxy Unlikely to be Adopted (and Would Have Little Effect Anyway)
In late October, as expected, the SEC proposed proxy rule changes that would require that “universal proxy cards” be used in contested elections of directors, giving shareholders the ability to pick and choose among all of the nominees put forth by the company’s board and by a dissident shareholder when deciding how to vote. Observers […]
Click here to read the complete post
Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Disclosure, Proxy access, Proxy contests, Proxy materials, Proxy voting, Schedule 13D, SEC, SEC rulemaking, Securities regulation, Shareholder activism, Shareholder nominations, Shareholder voting, Universal proxy ballots
Comments Off on Universal Proxy Unlikely to be Adopted (and Would Have Little Effect Anyway)
Friends in the Right Places: The Effect of Political Connections on Mergers
AT&T’s recent announcement to acquire media giant Time Warner draw the attention of federal authorities. In the US, the two primary agencies overseeing merger activity are the Federal Trade Commission (FTC) and the Antitrust Division of the Department of Justice. Under the Hart-Scott-Rodino Act, merging parties are required to provide pre-merger notification to these agencies […]
Click here to read the complete post
Posted in Academic Research, Boards of Directors, Empirical Research, Mergers & Acquisitions, Securities Regulation
Tagged Antitrust, Boards of Directors, FTC, Hart-Scott-Rodino Act, Management, Mergers & acquisitions, Securities regulation, Shareholder value, Social capital, Social networks
Comments Off on Friends in the Right Places: The Effect of Political Connections on Mergers
The American Prosperity Project
America’s economic health depends on sustained, long-term investment to support our families and communities and to reinvigorate the economic engine that creates jobs and prosperity. There is no viable model under which either business or government can or should shoulder the responsibility for long-term investment alone; both are required. The time is right for a […]
Click here to read the complete post
Posted in Accounting & Disclosure, Corporate Elections & Voting, Financial Regulation, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Accounting, Capital gains, Capital markets, Climate change, Economic alignment, ERISA, ESG, Fiduciary duties, High-frequency trading, Incentives, Innovation, Investment Advisers Act, Long-Term value, Market efficiency, R&D, Securities regulation, Short-termism, Social policies, Tax avoidance, Taxation
Comments Off on The American Prosperity Project
Ten Strategic Building Blocks for Shareholder Activism Preparedness
Shareholder activism is a powerful term. It conjures the image of a white knight, which is ironic because these investors were called “corporate raiders” in the 1980s. A corporate raider conjures a much different image. As much as that change in terminology may seem like semantics, it is critical to understanding how to deal with […]
Click here to read the complete post
Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Mergers & Acquisitions, Practitioner Publications
Tagged Arbitrage, Boards of Directors, Charter & bylaws, Disclosure, Engagement, Hedge funds, Information environment, Institutional Investors, Mergers & acquisitions, Proxy contests, Securities regulation, Shareholder activism, Shareholder nominations, Shareholder proposals, Shareholder suits, Takeover defenses, Transparency
Comments Off on Ten Strategic Building Blocks for Shareholder Activism Preparedness
Smoothing the Pathway to Use of Tender Offers in Private Equity Acquisitions
Several amendments were made to Section 251(h) of the Delaware General Corporation Law that became effective for merger agreements entered into on or after August 1, 2016. Section 251(h) permits acquisitions of publicly listed Delaware corporations to be accomplished via a tender offer without the need to approve the second-step “squeeze-out” merger at a stockholder meeting […]
Click here to read the complete post
Posted in Legislative & Regulatory Developments, Mergers & Acquisitions, Practitioner Publications, Private Equity, Securities Regulation
Tagged Acquisitions, Delaware law, DGCL, Leveraged acquisitions, Mergers & acquisitions, Minority shareholders, Private equity, Securities regulation, Target firms, Tender offer
Comments Off on Smoothing the Pathway to Use of Tender Offers in Private Equity Acquisitions
Director Connections in the Mutual Fund Industry
Over the past two decades, there has been a push by the Securities and Exchanges Commission towards more independent mutual fund boards with the intent of improving fund governance. This movement is supported by research that associates independent mutual fund boards with fewer scandals and lower shareholder fees. The industry has heeded the call: from […]
Click here to read the complete post
Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Empirical Research, Institutional Investors
Tagged Board independence, Boards of Directors, Conflicts of interest, Director qualifications, Fiduciary duties, Fund performance, Information asymmetries, Information environment, Mutual funds, Oversight, Social capital, Social networks
Comments Off on Director Connections in the Mutual Fund Industry
A New Administration: Change and Continuity in Securities Regulation
The election of Donald Trump as the next President and the continued Republican control of Congress raise questions as to what changes may be expected at the Securities and Exchange Commission (SEC or Commission) and what may stay the same. Although Mr. Trump has called for a repeal of the Dodd-Frank Wall Street Reform and […]
Click here to read the complete post
Posted in Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Blue sky laws, CHOICE Act, Compensation disclosure, Compliance and disclosure interpretation, Disclosure, Dodd-Frank Act, Donald Trump, Executive Compensation, Financial reporting, Hedge funds, Investment advisers, PCAOB, Presidential elections, Regulation NMS, SEC, SEC enforcement, Securities enforcement, Securities regulation, State law, Whistleblowers
Comments Off on A New Administration: Change and Continuity in Securities Regulation
The Year in Review: SEC Enforcement Actions Against Investment Advisers
The Securities and Exchange Commission’s enforcement program is highly focused on investment advisers for an obvious reason: they manage more than $67 trillion in assets for approximately 30 million clients. In addition, because the SEC examines a far smaller percentage of investment advisers than broker-dealers, and there is no self-regulatory organization, like the Financial Industry […]
Click here to read the complete post
Posted in Legislative & Regulatory Developments, Practitioner Publications, Private Equity, Securities Litigation & Enforcement, Securities Regulation
Tagged Accounting, Asset management, Broker-dealers, Conflicts of interest, Disclosure, Dodd-Frank Act, FCPA, Fiduciary duties, Hedge funds, Insider trading, Investment advisers, Private equity, SEC, SEC enforcement, Securities enforcement
Comments Off on The Year in Review: SEC Enforcement Actions Against Investment Advisers