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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
- 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
2016 Shareholder Activism Insight Report
In June and July of 2016, Schulte Roth & Zabel commissioned Activist Insight and FTI Consulting to interview 37 respondents from different activist firms. The survey sample consisted of economic activist funds with combined assets under management of $153 billion that have engaged over 420 companies in more than 50 countries in public activist campaigns […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Charter & bylaws, Institutional Investors, International governance, ISS, Mergers & acquisitions, Precatory proposals, Proxy advisors, Proxy contests, Shareholder activism, Shareholder nominations, Surveys
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OM&A Updated Guidance on Tender Offers
On Friday, November 18, 2016, the Staff in the Office of Mergers & Acquisitions (“OM&A”) in the Division of Corporation Finance (the “Staff”) at the Securities and Exchange Commission released several new Compliance and Disclosure Interpretations (“C&DIs”) addressing: the level of disclosure deemed appropriate for compensation arrangements with financial advisors retained in connection with responding […]
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Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Mergers & Acquisitions, Practitioner Publications, Securities Regulation
Tagged Compliance and disclosure interpretation, Conflicts of interest, Cross-border transactions, Disclosure, Financial advisers, Incentives, Mergers & acquisitions, SEC, Securities regulation, Tender offer
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The Impact of Board Gender Composition on Dividend Payouts
Academics have been devoting more and more attention to board gender diversity and its effects over the last two decades. However, most of that literature has a relatively narrow focus as it limits itself to studying the effects of female directors on firm performance and firm value as well as risk taking. Nevertheless, recent literature […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Empirical Research
Tagged Board composition, Board dynamics, Board independence, Board performance, Boards of Directors, Diversity, Dividends, Entrenchment, Firm performance, Management, Oversight, Shareholder value
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Program Hiring Post-Graduate Academic Fellows
Opportunities for Postdoctoral and Doctoral Corporate Governance Fellows The Program on Corporate Governance at Harvard Law School (HLS) is pleased to announce that it is seeking applications from highly qualified candidates who are interested in working with the Program as Post-Doctoral or Doctoral Corporate Governance Fellows. Applications are considered on a rolling basis, and the […]
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Posted in Program News & Events
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2017 Proxy Season: ISS and Glass Lewis Update their Voting Policies
ISS and Glass Lewis have released updates to their proxy voting policies for the 2017 proxy season, which are available here and here. While this year’s updates seem less far-reaching than we have seen in previous years, companies should familiarize themselves with the new policies, some of which could affect director elections and proposals relating […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Executive Compensation, Practitioner Publications
Tagged Antitakeover, Board independence, Board leadership, Board performance, Boards of Directors, Charter & bylaws, Director compensation, Director qualifications, Disclosure, Dual-class stock, Equity-based compensation, Executive Compensation, Glass Lewis, IPOs, ISS, Management, Overboarding, Proxy season, Proxy voting, Rule 14a-8, Shareholder voting
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Succession “Losers”: What Happens to Executives Passed Over for the CEO Job?
We recently published a paper on SSRN, Succession Losers: What Happens to Executives Passed Over for the CEO Job?, that examines the career paths and performance of senior executives who are passed over in succession races. Shareholders pay considerable attention to the choice of executive selected as the new CEO whenever a change in leadership […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Empirical Research
Tagged Board performance, Boards of Directors, Executive performance, Executive turnover, Executive value, Firm performance, Labor markets, Management, Managerial style, Succession
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SEC’s No-Action Position on Proxy Access Amendment Proposals
The staff of the Division of Corporation Finance of the Securities and Exchange Commission has issued three additional responses to company no-action requests to exclude shareholder-proposed amendments to proxy access bylaw provisions previously adopted by the company. Each of the three SEC responses states that the SEC staff does not believe that the company can […]
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Posted in Corporate Elections & Voting, Practitioner Publications, Securities Regulation
Tagged Charter & bylaws, No-action letters, Proxy access, Proxy materials, Proxy season, Rule 14a-8, SEC, Securities regulation, Shareholder proposals, Shareholder suits, Shareholder voting
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Corruption Culture and Corporate Misconduct
A key question in corporate governance is how to control problems arising from conflicts of interest between agents and principals. The existing literature has extensively investigated traditional ways of dealing with agency problems such as hostile takeovers, the board of directors, and institutional investors, and has found mixed evidence regarding their effectiveness. Acknowledging the difficulty […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Empirical Research
Tagged Agency costs, Behavioral finance, Boards of Directors, Conflicts of interest, Corporate culture, Corporate fraud, Earnings management, Inside information, Insider trading, Management, Misconduct, Option timing, Social networks
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Monetary Liability for Breach of the Duty of Care?
Corporate governance eschews monetary liability for breach of the fiduciary duty of care by corporate directors and officers. In the US and many other jurisdictions, the bar to liability is explicit: the Business Judgment Rule shields directors and officers from liability for bad business decisions except in the most egregious cases. In other jurisdictions, the […]
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Posted in Academic Research, Accounting & Disclosure, Boards of Directors, Comparative Corporate Governance & Regulation, HLS Research, Securities Regulation
Tagged Accounting standards, Board independence, Boards of Directors, Business judgment rule, Charter & bylaws, Conflicts of interest, Director liability, Duty of care, Duty of loyalty, Fiduciary duties, Incentives, Liability standards, Management, Risk-taking
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