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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
2016 Proxy Season Review
This post summarizes significant developments relating to the 2016 U.S. annual meeting proxy season, including: Proxy Access Proposals Continue to Drive Changes. The dominant trend in Rule 14a-8 shareholder proposals and corporate governance actions in 2016 related to proxy access. A record number of proxy access proposals were made for the 2016 proxy season (around […]
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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Practitioner Publications
Tagged Boards of Directors, Executive Compensation, ISS, Proxy access, Proxy season, Proxy voting, Rule 14a-8, Say on pay, Shareholder activism, Shareholder proposals, Shareholder voting
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Chairman and CEO: The Controversy over Board Leadership
Our paper, Chairman and CEO: The Controversy over Board Leadership, examines the circumstances under which companies decide to combine or separate the chairman and CEO roles and shareholder response to this decision. In recent years, companies have consistently moved toward separating the chairman and CEO roles. According to Spencer Stuart, just over half of companies in […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Empirical Research
Tagged Board independence, Board leadership, Board performance, Boards of Directors, Governance standards, Management, Non-executive chairman, Small firms, Succession
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How Do Investors Accumulate Network Capital? Evidence from Angel Networks
Networks are widespread in many financial markets, and play a crucial role in the transmission of information and mitigation of agency conflicts. In the context of entrepreneurial finance, Hochberg, Ljungqvist, and Lu (2007) show that venture capital (VC) funds with higher network centrality (i.e., better-networked VC funds) deliver better future performance, in terms of the […]
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Posted in Academic Research, Empirical Research, Private Equity
Tagged Firm performance, Information environment, IPOs, Private equity, Reputation, Small firms, Social capital, Social networks, Tech companies, Venture capital firms
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Delaware Court on LLC Managers’ Authority to Delegate
The Delaware Court of Chancery recently issued an important opinion addressing the ability of managers of a limited liability company to delegate to non-managers. Obeid v. Hogan. CA. No. 11900-VCL (Del. Ch. Jun. 10, 2016). In Obeid, the plaintiff was a member and director of a board-managed LLC (the “Corporate LLC”) and a member and […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Court Cases, Practitioner Publications
Tagged Board independence, Boards of Directors, Corporate forms, Corporate governance, Delaware cases, Delaware law, Derivative actions, Derivative suits, Duty of good faith, Liability standards, Management
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Regulating Corporate Governance in the Public Interest: The Case of Systemic Risk
There’s long been a debate whether corporate governance law should require some duty to the public. The accepted wisdom is not to require such a duty—that corporate profit maximization provides jobs and other public benefits that exceed any harm. This is especially true, the argument goes, because imposing specific regulatory requirements and making certain actions […]
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Posted in Academic Research, Boards of Directors, Financial Crisis, Financial Regulation, Speeches & Testimony
Tagged Agency costs, Business judgment rule, Capital markets, D&O insurance, Director liability, Financial crisis, Financial regulation, Incentives, Management, Moral hazard, Public interest, Risk committee, Risk oversight, Risk-taking, SIFIs, Systemic risk
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Shareholder Activism on Sustainability Issues
A growing number of investors are now engaging companies on environmental, social and governance (ESG) issues, in addition to traditional executive compensation, shareholder rights, and board of directors’ topics. In 2013, nearly 40 percent of all shareholder proposals submitted to Russell 3000 companies related to ESG issues, representing a 60 percent increase since 2003 (Proxy […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Corporate Social Responsibility, Empirical Research
Tagged Corporate Social Responsibility, Engagement, Environmental disclosure, ESG, Firm performance, Firm valuation, ISS, Management, Shareholder activism, Shareholder proposals, Sustainability
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Present at the Creation: Reflections on the Early Years of the NACD
Effective corporate governance is critical to the productive operation of the global economy and preservation of our way of life. Excellent governance execution is also required to achieve economic growth and robust job creation. In the United States, the premier corporate director membership organization is the National Association of Corporate Directors (NACD). NACD plays a […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation
Tagged Audit committee, Board composition, Board dynamics, Boards of Directors, Corporate governance, Engagement, Financial reporting, Management, NACD, SEC, Securities regulation
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AML Monitoring: New York Regulator Gets Prescriptive
The New York State Department of Financial Services (NYDFS) issued its final rule on June 30, 2016 requiring either senior officers or the board of directors to certify the effectiveness of anti-money laundering (AML) and Office of Foreign Assets Control (OFAC) transaction monitoring and filtering programs. [1] The rule (Part 504 of the NYDFS Superintendent’s […]
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Posted in Banking & Financial Institutions, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Banks, Disclosure, Financial institutions, Financial regulation, Financial technology, Money laundering, New York, Oversight, State law
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Commonsense Principles of Corporate Governance
The following is a series of corporate governance principles for public companies, their boards of directors and their shareholders. These principles are intended to provide a basic framework for sound, long-term-oriented governance. But given the differences among our many public companies—including their size, their products and services, their history and their leadership—not every principle (or […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Board independence, Board leadership, Boards of Directors, Commonsense Principles, Director qualifications, Executive Compensation, Financial reporting, Fund managers, Institutional Investors, Long-Term value, Management, Shareholder elections, Shareholder rights, Succession, Transparency
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