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Program on Corporate Governance Advisory Board
- William Ackman
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier Christine Davine
- Renata J. Ferrari
- John Finley
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper
- Paul Hilal
- Carl Icahn William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
- Daniel Wolf
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
ISS Details Governance QuickScore 3.0 Updates
Institutional Shareholder Services Inc. (“ISS”) has released a technical document detailing the factors and scoring methodology of Governance QuickScore 3.0, which ISS plans to launch on November 24, 2014. [1] Corporate issuers may verify, update or correct the data used to calculate their scores, via ISS’s data verification site, through 8:00 p.m. EST on November […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, General governance, Institutional Investors, ISS, Proxy advisors, QuickScore
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Relative Total Shareholder Return Performance Awards
Since 2010, performance-contingent awards have been the most widely used long-term incentive (LTI) grant type among the Top 250 companies [1] and are now in use by 89% of the sample. The prevalence of performance awards and investor preferences have spurred considerable interest in relative total shareholder return (TSR) as a performance metric. Relative TSR […]
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Posted in Executive Compensation, Practitioner Publications
Tagged Executive Compensation, Incentives, Pay for performance, Performance measures, Stock returns
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Executive Compensation in Controlled Companies
More than a decade ago, Professors Lucian Bebchuk and Jesse Fried published the seminal work on the role and significance of managerial power theory in executive compensation. Their work cultivated a vivid debate on executive compensation in companies with dispersed ownership. The discourse on the optimality of executive pay in controlled companies, however, has been […]
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Posted in Academic Research, Executive Compensation, HLS Research
Tagged Agency costs, Conflicts of interest, Controlling shareholders, Corporate governance, Executive Compensation, ISS, Say on pay
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Cyber Security, Cyber Governance, and Cyber Insurance
JP Morgan Chase. Community Health Systems. The Home Depot. Kmart. There has been no shortage of data breaches in recent weeks—with new developments on an almost daily basis. The age of cyber hactivisim, cyber extortion, and cyber terrorism is here, and it is not going away any time soon. Data security issues are no longer […]
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Posted in Boards of Directors, Practitioner Publications
Tagged Boards of Directors, Cybersecurity, Insurance, Management, Reputation, Risk, Risk management
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Controlling Stockholders in Delaware—More Than a Number
Two recent Chancery Court decisions, Crimson Exploration and KKR Financial, confirm that Delaware takes a flexible and fact-specific approach to determining whether a stockholder is deemed to be “controlling” for purposes of judicial review of a transaction. It is important for dealmakers to understand when the courts may make a determination of control, both to […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Controlling shareholders, Delaware cases, Delaware law, Fairness review, Merger litigation, Mergers & acquisitions, Ownership
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Governance and Comovement Under Common Ownership
Most existing theories of blockholder governance consider a single firm. However, in reality, many institutional investors hold blocks in multiple firms. In our paper, Governance and Comovement Under Common Ownership, which was recently made publicly available on SSRN, we study the implications of common ownership for corporate governance and asset pricing. In particular, we address […]
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Posted in Academic Research
Tagged Blockholders, General governance, Management, Ownership, Shareholder power
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Harvard Convenes the Executive Compensation Roundtable
The Harvard Law School Program on Corporate Governance and the Harvard Law School Program on Institutional Investors convened the Harvard Roundtable on Executive Compensation last Thursday, November 6. The event brought together for a roundtable discussion prominent representatives of the investor, issuer, advisor, and academic communities. Participants in the event, and the topics of discussion, […]
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Posted in Executive Compensation, Program News & Events
Tagged Executive Compensation, Program on Corporate Governance, Program on Institutional Investors
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Strategic News Releases in Equity Vesting Months
In our paper, Strategic News Releases in Equity Vesting Months, which was recently made publicly available on SSRN, we study the link between the equity vesting schedules of CEOs and the timing of corporate news releases. We show that, in months in which the CEO has equity vesting, the firm releases more news. This is […]
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Posted in Academic Research, Accounting & Disclosure, Executive Compensation
Tagged Disclosure, Equity-based compensation, Executive Compensation, Incentives
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Why Commissioner Gallagher is Mistaken about Disclosure of Political Spending
Last week, Securities and Exchange Commissioner Daniel Gallagher took the unusual step of publishing a letter to the editor of the New York Times expressing his opposition to the SEC even considering companies’ disclosure of political spending. In his letter, the Commissioner vows “to fight to keep” the subject off the SEC’s agenda. As explained […]
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Posted in Academic Research, HLS Research, Program News & Events, Securities Regulation
Tagged Citizens United v. FEC, Daniel Gallagher, Disclosure, Political spending, Rulemaking Petition on Corporate Political Spending, SEC, Shining Light on Corporate Political Spending, Transparency
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Making It Easier for Directors To “Do The Right Thing”
Leo Strine, Chief Justice of the Delaware Supreme Court, and the Austin Wakeman Scott Lecturer on Law and a Senior Fellow of the Harvard Law School Program on Corporate Governance, has recently published an article in the Harvard Business Law Review. The essay, titled Making It Easier For Directors To “Do The Right Thing”, is available […]
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Posted in Academic Research, Boards of Directors, Corporate Social Responsibility, HLS Research, Practitioner Publications
Tagged Accountability, Benefit corporation, Boards of Directors, Corporate Social Responsibility, Delaware law, DGCL, Incorporations, Public benefit corporations, Public interest
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