-
Supported By:
Subscribe or Follow
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
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 […]
Click here to read the complete post
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
Comments Off on The Impact of Board Gender Composition on Dividend Payouts
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 […]
Click here to read the complete post
Posted in Program News & Events
Comments Off on Program Hiring Post-Graduate Academic Fellows
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 […]
Click here to read the complete post
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
Comments Off on 2017 Proxy Season: ISS and Glass Lewis Update their Voting Policies
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 […]
Click here to read the complete post
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
Comments Off on Succession “Losers”: What Happens to Executives Passed Over for the CEO Job?
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 […]
Click here to read the complete post
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
Comments Off on SEC’s No-Action Position on Proxy Access Amendment Proposals
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 […]
Click here to read the complete post
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
Comments Off on Corruption Culture and Corporate Misconduct
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 […]
Click here to read the complete post
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
Comments Off on Monetary Liability for Breach of the Duty of Care?
Universal Proxies Move Forward
The SEC recently voted to propose amendments to the proxy rules, requiring parties in a contested election to use a “universal proxy card,” which makes it easier for all shareholders to pick-and-choose from a combination of management and dissident nominees by including all nominees on a single proxy card, rather than having to choose between […]
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, Director nominations, Proxy contests, Proxy materials, Proxy voting, Securities regulation, Shareholder nominations, Shareholder voting, Universal proxy ballots
Comments Off on Universal Proxies Move Forward
Corporate Governance: A Comparison of Large Public Companies and Silicon Valley Companies
Since 2003, Fenwick has collected a unique body of information on the corporate governance practices of publicly traded companies that is useful for Silicon Valley companies and publicly‑traded technology and life science companies across the U.S. as well as public companies and their advisors generally. Fenwick’s annual survey covers a variety of corporate governance practices […]
Click here to read the complete post
Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Practitioner Publications
Tagged Board composition, Board declassification, Board leadership, Boards of Directors, Classified boards, Corporate governance, Diversity, Dual-class stock, Executive ownership, Majority voting, Outside directors, Public firms, Shareholder proposals, Shareholder voting, Surveys, Tech companies
Comments Off on Corporate Governance: A Comparison of Large Public Companies and Silicon Valley Companies