-
Supported By:
Subscribe or Follow
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
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 […]
Click here to read the complete post
Posted in Accounting & Disclosure, Boards of Directors, Institutional Investors
Tagged Board evaluation, Board performance, Boards of Directors, Index funds, Institutional Investors
Comments Off on Key Proxy Statement Disclosure Trends: Board Evaluation
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 […]
Click here to read the complete post
Posted in Academic Research, Boards of Directors, ESG
Tagged Board composition, Boards of Directors, California, Diversity, ESG, NASDAQ, NYSE, State law
Comments Off on What Drives Racial Diversity on U.S. Corporate Boards?
M&A/PE Quarterly
Notwithstanding Record M&A Deal Activity, Significant Drop-off in Deal Values in Recent Months While global deal activity measured by number of deals has remained at record or near-record levels throughout 2021, average deal value has declined steeply over the second half. Average deal value fell to $109.5M in October 2021, from a high of $187M […]
Click here to read the complete post
Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Private Equity, Securities Litigation & Enforcement
Tagged Acquisition agreements, Antitrust, Boeing, Merger litigation, Mergers & acquisitions, Private equity, SEC, Securities regulation, Shareholder activism, SPACs
Comments Off on M&A/PE Quarterly
Climate, Diversity and Control: 2022 ISS Proxy Voting Guidelines
Institutional Shareholder Services (“ISS”) released its policy updates and voting guidelines for shareholder meetings beginning in 2022. Unsurprisingly, much of the focus continues to be on responding to investor views on climate and diversity initiatives and certain governance considerations such as unequal voting structures. Below, we outline the key changes to ISS’ voting guidelines that […]
Click here to read the complete post
Posted in Boards of Directors, Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Climate change, Diversity, ESG, Institutional Investors, Institutional Shareholder Services Inc., Proxy advisors, Say on climate, Shareholder activism, Shareholder voting, Sustainability
Comments Off on Climate, Diversity and Control: 2022 ISS Proxy Voting Guidelines
Analysis of Proxy Advisors’ Recommendations During the 2021 Proxy Season
Introduction For nearly a decade, the U.S. Securities and Exchange Commission (SEC) has examined and considered various regulatory reforms around the widespread use and influence of proxy advisors, third-party arbiters whom institutional investors often rely on to determine how to exercise their voting authority amid the thousands of votes they cast each proxy season. Responding […]
Click here to read the complete post
Posted in Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Institutional Investors, Proxy advisors, Proxy voting, SEC, SEC rulemaking, Shareholder voting
Comments Off on Analysis of Proxy Advisors’ Recommendations During the 2021 Proxy Season
Board Memo 2022: Sustainability and Beyond
As 2022 approaches, companies are confronting an ever-expanding list of internal and external pressures on their business from a strategic, operational, governance, stakeholder and regulatory perspective. Well-advised boards of directors and management teams will need to prepare for and navigate traditional as well as evolving areas of focus in order to successfully execute on the […]
Click here to read the complete postBuyouts: A Primer
This paper provides an introduction to buyouts and the academic literature about them. Buyouts are initiated by “buyout funds”, which are limited partnerships raised from mostly institutional investors. Buyout funds have grown substantially and currently raise more than $400 billion annually in capital commitments. The funds earn returns for their investors by improving the operations […]
Click here to read the complete post
Posted in Academic Research, Institutional Investors, Mergers & Acquisitions
Tagged Buyouts, Credit supply, Incentives, Institutional Investors, Leveraged acquisitions, Mergers & acquisitions, Shareholder value
Comments Off on Buyouts: A Primer
Weekly Roundup: January 7–13, 2022
Insider Giving Posted by Nejat Seyhun (University of Michigan), on Friday, January 7, 2022 Tags: Charitable spending, Information asymmetries, Inside information, Insider trading, Misconduct, SEC enforcement, Securities enforcement, Securities fraud, Securities regulation Vanguard’s Expectations for Companies with Significant Coal Exposure Posted by John Galloway, Vanguard, on Friday, January 7, 2022 Tags: Boards of Directors, Climate change, Environmental disclosure, ESG, Index funds, Institutional Investors, Risk management, Say on climate, Stewardship, Sustainability New Rules for Mandatory Trading Suspension […]
Click here to read the complete post