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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
A Hard Look at SPAC Projections
In recent years, the number of special purpose acquisition companies (SPACs) has risen exponentially. Relative to 2010 when SPACs raised $0.1 billion and accounted for 0.3% of IPOs, SPACs in 2020 raised $75.3 billion and accounted for 54.9% of IPOs. In 2021, SPACs more than doubled their 2020 totals, raising in excess of $160 billion. […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, Mergers & Acquisitions
Tagged Accounting, Capital formation, Forecasting, Mergers & acquisitions, SPACs, Special purpose vehicles
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Executive Compensation Considerations for 2022 Annual Meetings
Incorporate Lessons Learned From the 2021 Say-on-Pay Votes and Compensation Disclosures and Prepare for 2022 Pay Ratio Disclosures Companies should consider their recent annual say-on-pay votes and general disclosure best practices when designing their compensation programs and communicating about their compensation programs to shareholders. This year, companies should understand key say-on-pay trends as they addressed […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, ESG, Executive Compensation, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Clawbacks, Diversity, ESG, Executive Compensation, Incentives, Institutional Investors, Proxy advisors, Say on pay, SEC, Securities regulation, Shareholder voting, Sustainability
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Letter to CEOs
Each year I make it a priority to write to you on behalf of BlackRock’s clients, who are shareholders in your company. The majority of our clients are investing to finance retirement. Their time horizons can span decades. The financial security we seek to help our clients achieve is not created overnight. It is a […]
Click here to read the complete postHuman Capital Disclosure
In the modern firm, human capital is a primary source of value. Indeed, an emerging body of research links the stock and flow of rank-and-file employees to firm value and investor returns (e.g., Agrawal, Hacamo, and Hu, 2021). Despite its importance, there is sparse academic literature on what employee information firms disclose and whether it […]
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Posted in Accounting & Disclosure, Empirical Research, ESG
Tagged Disclosure, ESG, Form 10-K, Human capital, Labor markets, SEC, Securities regulation
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Law Governing Attorney-Client Privilege for Emails Hosted on Noncompany Servers
Delaware Rule of Evidence 502(b) codifies the attorney-client privilege and insulates from discovery “confidential communications made for the purpose of facilitating the rendition of professional legal services to the client.” Rule 502(a)(2) further provides that a “communication is ‘confidential’ if not intended to be disclosed to third persons other than those to whom disclosure is […]
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Posted in Accounting & Disclosure, Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Attorney-client privilege, Cybersecurity, Delaware cases, Delaware law, Discovery, E-mail, Privacy, Securities litigation
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CEO’s Letter on SSGA 2022 Proxy Voting Agenda
I hope this letter finds you and your colleagues safe and healthy. As you know, each year State Street Global Advisors engages with portfolio companies such as yours on issues of importance to investors that we will be focusing on in the coming year. Our stewardship begins with the belief that strong, capable, independent boards […]
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Posted in Boards of Directors, Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications
Tagged Asset management, Board composition, Boards of Directors, Climate change, Diversity, ESG, Index funds, Institutional Investors, Proxy voting, Shareholder voting, Sustainability
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Blood in the Water: The Value of Antitakeover Provisions During Market Shocks
There is an active debate in the literature as to whether antitakeover provisions (ATPs) that shield managers from takeovers create or destroy firm value. While most studies focus on the average effects of ATPs across all firms and time, the recent COVID-19 pandemic and the massive drop in share prices the pandemic caused raised another […]
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Posted in Academic Research, Empirical Research, Mergers & Acquisitions
Tagged Antitakeover, Market conditions, Market reaction, Mergers & acquisitions, Poison pills, Shocks, Takeover premiums, Takeovers
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SEC Final Rule Declines to Apply Universal Proxy Card Mandate to Regulated Funds
On Nov. 17, 2021, the Securities and Exchange Commission (“SEC”) adopted final rules requiring participants in contested director elections to use universal proxy cards that include all director nominees presented for election at a shareholder meeting (“Rules”). The Rules allow for shareholders voting by proxy to vote for a combination of director nominees from competing […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Securities Regulation
Tagged Institutional Investors, Proxy contests, Proxy voting, SEC, SEC rulemaking, Securities regulation, Shareholder activism, Shareholder voting, Universal proxy ballots
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Key Proxy Statement Disclosure Trends: Board Evaluation
The board evaluation process is evolving at many companies. Before, the entirety of the process was a written form where board members literally checked boxes rating the board and committees on a five-point Likert scale. This “old way” wasted board member time and generated little or no insight. Pressure to modernize has come from all […]
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Posted in Accounting & Disclosure, Boards of Directors, Institutional Investors
Tagged Board evaluation, Board performance, Boards of Directors, Index funds, Institutional Investors
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What Drives Racial Diversity on U.S. Corporate Boards?
Over the past two decades, the concept of “board diversity” has been synonymous with female representation on boards. Since 1999, nearly 20 governments around the world have instituted gender quotas. Recently however, the notion of corporate board diversity has been expanded. In September of 2020, a California law was signed that mandated boards of California-based […]
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Posted in Academic Research, Boards of Directors, ESG
Tagged Board composition, Boards of Directors, California, Diversity, ESG, NASDAQ, NYSE, State law
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