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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
- 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
Shareholder Proposal Landscape
Institutional investors are increasingly communicating their expectations around governance through direct engagement and letter writing campaigns. Still, some continue to rely on shareholder proposals to trigger dialogue and help ensure a topic is raised at the board level. Investors that submit proposals generally view them as an invitation to a discussion, preferring to reach agreement […]
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Posted in Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Corporate Social Responsibility, Environmental disclosure, Institutional Investors, Proxy access, Shareholder proposals, Sustainability
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A Century of Capital Structure: The Leveraging of Corporate America
In our paper, A Century of Capital Structure: The Leveraging of Corporate America, forthcoming in the Journal of Financial Economics, we shed light on the evolution and determination of corporate financial policy by analyzing a unique panel data set containing accounting and financial market information for US nonfinancial publicly traded firms over the last century. […]
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Posted in Academic Research, Empirical Research, Financial Regulation
Tagged Capital structure, Debt, Debt-equity ratio, Financial policies, Financial regulation, Leverage
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Multiple Voting Shares and Private Ordering: Should Old Taboos Be Abolished? The Recent Italian Reform
Italian Law No. 116 of 2014 introduced several rules designed to make corporate law more flexible, create incentives to corporations to go public, and might also allow controlling shareholders and directors to entrench themselves more effectively, limiting the risk of hostile acquisitions. The new rules, which became effective a few weeks ago, are both interesting […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, International Corporate Governance & Regulation, Mergers & Acquisitions, Securities Regulation
Tagged Controlling shareholders, Dual-class stock, EU, Europe, Hostile takeover, International governance, Italy, Mergers & acquisitions, Securities regulation, Takeover defenses
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Balancing Division of Board Labor with Overall Director Responsibilities
In this year’s Foreword, Dougherty argues that an increasing complexity of corporate governance and the growing list of action items assigned to directors has led to a division of labor that leaves some directors uninvolved or unaware of important board activities and responsibilities. The Culture-Structure Interplay We tend to think of board structure in relation […]
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Posted in Boards of Directors, Practitioner Publications
Tagged Board communication, Board dynamics, Board leadership, Board meetings, Boards of Directors, Corporate culture
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Delaware Court Faults Committee Process & Advisory Work in Finding Lack of Good Faith
On April 20, 2015, the Delaware Court of Chancery entered a $171 million post-trial judgment after finding a master limited partnership overpaid for assets from its parent. In re El Paso Pipeline Partners L.P. Derivative Litig., C.A. No. 7141-VCL (Del. Ch. Apr. 20, 2015). The case concerned a 2010 “dropdown” transaction in which El Paso […]
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Posted in Boards of Directors, Court Cases, Practitioner Publications
Tagged Boards of Directors, Delaware cases, Delaware law, Derivative suits, Duty of good faith, Fairness review, Fiduciary duties, Financial advisers, Partnerships, Shareholder suits, Special committees
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New Statistics and Cases of CEO Succession in the S&P 500
CEO Succession Practices, which The Conference Board updates annually, documents CEO turnover events at S&P 500 companies. The 2015 edition contains a historical comparison of 2014 CEO successions with information dating back to 2000. In addition to analyzing the correlation between CEO succession and company performance, the report discusses age, tenure, and the professional qualifications […]
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Posted in Boards of Directors, Practitioner Publications
Tagged Board leadership, Boards of Directors, Executive turnover, Management, Succession
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The Prudent Investor Rule and Market Risk
In a new working paper, entitled “The Prudent Investor Rule and Market Risk: An Empirical Analysis,” we examine fiduciary management of market risk. The backdrop for our study is a law reform that was meant to overcome a long tradition in fiduciary investment of equating stock with speculation. By focusing categorically on risk avoidance, traditional […]
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Posted in Academic Research, HLS Research
Tagged Diversification, Fiduciary duties, Prudence, Risk, Risk management, Trusts
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Expanding Oversight: SEC Proposes Amendments to Rule 15b9-1
On March 25, 2015, the Securities and Exchange Commission (“SEC” or “Commission”) proposed an amendment to Rule 15b9-1 (the “Proposal”) under the Securities Exchange Act of 1934 (“Exchange Act”) that, if adopted, would close an historical exception to the general requirement that registered broker-dealers must become members of a registered national securities association (“Association”), effectively, […]
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Posted in Practitioner Publications, Securities Regulation
Tagged Broker-dealers, Exchange Act, FINRA, Proprietary trading, SEC, SEC rulemaking, Securities regulation
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