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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
- 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
Glass Lewis Comments to the SEC on Regulation S-K
A significant amount of Glass Lewis’ U.S. proxy research is derived from the disclosure required under Subpart 400 of Regulation S-K. Accordingly, we are well situated to recognize the benefits to investors produced through the information provided under Subpart 400 and to identify opportunities for improvements. Glass Lewis is generally supportive of the current format […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Executive Compensation, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Accounting standards, Beneficial owners, Board composition, Board independence, Boards of Directors, Compensation disclosure, Director qualifications, Disclosure, Diversity, Engagement, Executive Compensation, Investor protection, Management, Proxy advisors, Regulation S-K, Reporting regulation, Securities regulation, Shareholder voting, Transparency
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Books-A-Million Demonstrates the Power of MFW
In Books-A-Million, Inc. Stockholders Litigation (Oct. 10, 2016), the Delaware Court of Chancery dismissed at the pleading stage of litigation the plaintiffs’ post-closing claims for damages relating to a squeeze-out going-private merger with the company’s controlling family. The merger was structured to comply with the Delaware Supreme Court’s 2014 seminal MFW decision. MFW established an important […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Business judgment rule, Change in control, Compliance & ethics, Delaware cases, Delaware law, Director liability, Duty of good faith, Duty of loyalty, Fairness review, Fiduciary duties, Going private, Merger litigation, Mergers & acquisitions, Solicitation
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Do Delaware CEOs Get Fired?
Our article, Do Delaware CEOs Get Fired?, to be published in January 2017 in the Journal of Banking & Finance, explores the relation between state corporate law and corporate governance. We focus on corporate governance in Delaware, the overwhelming winner in the competition for corporate charters. Delaware draws a clear majority of the nation’s largest […]
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Posted in Academic Research, Boards of Directors, Empirical Research, Securities Regulation
Tagged Accountability, Board monitoring, Boards of Directors, Charter & bylaws, Delaware articles, Delaware law, Director liability, Entrenchment, Executive performance, Executive turnover, Forum selection, Incorporations, Institutional monitoring, Liability standards, Management, Ownership structure, Securities regulation, State law
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Examining the SEC’s Agenda, Operations, and FY 2018 Budget Request
Thank you for inviting me to testify today [November 15, 2016] regarding the current work and initiatives of the U.S. Securities and Exchange Commission (SEC or Commission), and the SEC’s FY 2018 Preliminary Authorization Request. The SEC is a critical agency that serves as the bulwark safeguarding millions of investors and the most vibrant markets […]
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Posted in Accounting & Disclosure, Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Accounting, Asset management, Capital formation, Compliance and disclosure interpretation, Cybersecurity, Derivatives, Dodd-Frank Act, FAST Act, Financial technology, Investor protection, JOBS Act, Misconduct, Oversight, Risk oversight, SEC, Securities enforcement, Securities regulation, Swaps, Whistleblowers
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The Spotlight on Boards 2017
This past year witnessed a number of new corporate governance initiatives. Among the most significant: BlackRock, State Street and Vanguard each issued strong statements supporting long-term investment, criticizing the short-termism afflicting corporate behavior and the national economy and rejecting financial engineering to create short-term profits at the expense of sustainable value. A group of large companies […]
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Posted in Accounting & Disclosure, Boards of Directors, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Accountability, Board independence, Boards of Directors, Corporate culture, Engagement, Executive Compensation, Incentives, Institutional Investors, Management, Risk management, Shareholder suits
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GAMCO’s First Use of Proxy Access and “Fix-It” Proposals
Over the last two proxy seasons, governance-oriented activists, pension funds and institutional investors led a charge to afford shareholders “proxy access”—the right to include their director nominees in a company’s proxy statement. Since January 1, 2015, 300 companies have adopted a proxy access bylaw following a shareholder proposal, negotiations with a proponent or proactively. On […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Beneficial owners, Boards of Directors, Charter & bylaws, Glass Lewis, Institutional Investors, ISS, No-action letters, Proxy access, Proxy advisors, Proxy voting, Rule 14a-8, Shareholder nominations, Shareholder proposals, Shareholder voting
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Anti-Activist Legislation: The Curious Case of the Brokaw Act
Most evidence to date supports the proposition that corporations benefit, on average, from the actions of hedge fund activists. Nevertheless, hedge fund activism is unpopular in many quarters, particularly among management and directors that become its targets, but also with similarly-minded opponents in academia and business. While hedge fund activism’s opponents generally acknowledge that activism […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, Securities Regulation
Tagged Beneficial owners, Brokaw Act, Disclosure, Hedge funds, Long-Term value, Rule 13d-1, Schedule 13D, Securities regulation, Shareholder activism, Shareholder value, Short-termism
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Cyber-Risk Disclosure: Who Cares?
Cyber-risk has become a burning issue for regulators, directors and executives. For example, in December 2015, U.S. Senators Jack Reed and Susan Collins introduced the bipartisan Cybersecurity Disclosure Act. The bill asks each publicly traded company to disclose information to investors on whether any member of the company’s Board of Directors is a cybersecurity expert, […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, Securities Regulation
Tagged Cybersecurity, Disclosure, Form 10-K, Information environment, Management, Market efficiency, Market reaction, Privacy, Risk management, Risk oversight, SEC, Securities regulation
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ISS Pay-for-Performance Methodology Updates
Institutional Shareholder Services Inc. (ISS), a leading provider of governance and responsible investment solutions to the global financial community, today [November 8, 2016] announced changes to the methodology underlying its pay-for-performance models for companies in the U.S., Canada, and Europe to take effect Feb. 1, 2017. Following feedback from institutional investors, companies, and other market […]
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Posted in Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Executive Compensation, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Canada, Europe, Executive Compensation, Executive performance, Executive value, Financial reporting, Firm performance, Institutional Investors, International governance, ISS, Pay for performance, Peer groups, Proxy advisors, Proxy season, Proxy voting, Shareholder value
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