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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
Volcker Rule: Agencies Release New FAQ
[On September 10, 2014], the Board of Governors of the Federal Reserve System (the “Federal Reserve”), the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation, the Securities and Exchange Commission and the Commodity Futures Trading Commission (collectively, the “Agencies”) provided an addition to their existing list of Frequently Asked Questions (“FAQs”) […]
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Posted in Banking & Financial Institutions, Financial Regulation, Practitioner Publications, Securities Regulation
Tagged Bank Holding Company Act, Banks, CFTC, Compliance and disclosure interpretation, FDIC, Federal Reserve, Financial institutions, Financial regulation, OCC, Proprietary trading, SEC, Securities regulation, Volcker Rule
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Preparing for the 2015 Proxy Season
It is time for calendar year-end public companies to focus on the upcoming 2015 proxy and annual reporting season. This post discusses the following key issues for companies to consider in their preparations: Pending Dodd-Frank Regulation Say-on-Pay and Compensation Disclosure Considerations Shareholder Proposals Proxy Access Compensation Committee Independence Determinations Compensation Adviser Independence Assessment Compensation Consultant […]
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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Practitioner Publications
Tagged Boards of Directors, Compensation disclosure, Cybersecurity, Executive Compensation, Proxy disclosure, Proxy season, Proxy voting, Say on pay, Shareholder proposals
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Audit Committee Reporting To Shareholders: 2014 Proxy Season Update
The 2014 proxy season saw significant growth in audit committee transparency. Continuing the trend of the past several years, an increased number of Fortune 100 companies are going beyond the minimum disclosures required. These disclosures are also more robust—providing valuable perspectives on the activities of audit committees, including their oversight of external auditors. The recent […]
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Posted in Accounting & Disclosure, Practitioner Publications
Tagged Audit committee, Disclosure, External auditors, Proxy disclosure, Proxy season, Transparency
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Influence of Public Opinion on Investor Voting and Proxy Advisors
In our paper, Influence of Public Opinion on Investor Voting and Proxy Advisors, which was recently made publicly available on SSRN, we address the question of how public opinion influences the proxy voting process. We find strong influence of public opinion on the evolution in both investor voting behavior and proxy advisor recommendations. Therefore, our […]
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Posted in Academic Research, Corporate Elections & Voting, Empirical Research, Institutional Investors
Tagged Information environment, Institutional Investors, ISS, Mutual funds, Proxy advisors, Proxy voting, Shareholder voting
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Update on Directors’ and Officers’ Insurance in Bankruptcy
Directors’ and officers’ (“D&O”) insurance coverage continues to represent a key element of corporate risk management. See memo of July 28 2009. A decision in the bankruptcy of commodities brokerage MF Global, In re MF Global Holdings Ltd., No. 11-15059 (S.D.N.Y. Sept. 4, 2014), provides a recent illustration of how D&O insurance may be treated […]
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Posted in Bankruptcy & Financial Distress, Boards of Directors, Court Cases, Practitioner Publications
Tagged Bankruptcy, Boards of Directors, D&O insurance, Insurance, Management
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Radical Shareholder Primacy
My article, Radical Shareholder Primacy, written for a symposium on the history of corporate social responsibility, seeks to make sense of the surprising disagreement within the corporate law academy on the foundational legal question of corporate purpose: does the law require shareholder primacy or not? I argue that disagreement on this question is due to […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Corporate Social Responsibility
Tagged Accountability, Agency model, Corporate Social Responsibility, Fiduciary duties, Management, Shareholder power, Shareholder rights, Shareholder voting
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Why Delaware Appraisal Awards Exceed the Merger Price
As has been widely noted, the number of post-merger appraisal petitions in Delaware has increased significantly in recent years, due primarily to the rise of appraisal arbitrage as a weapon of shareholder activists seeking alternative methods of influence and value creation in the M&A sphere. The phenomenon of appraisal arbitrage is to a great extent […]
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Posted in Mergers & Acquisitions, Practitioner Publications
Tagged Appraisal rights, Delaware cases, Delaware law, Fairness review, Firm valuation, Merger litigation, Mergers & acquisitions, Shareholder suits
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The Effect of Deferred and Non-Prosecution Agreements on Corporate Governance
The increasing use of Non- and Deferred Prosecution Agreements (N/DPAs) has enabled federal prosecutors to incrementally expand their traditional role, exemplifying a shift in prosecutorial culture from an ex-post focus on punishment to an ex-ante emphasis on compliance. N/DPAs are contractual arrangements between the government and corporate entities that allow the government to impose sanctions […]
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Posted in Academic Research, Empirical Research, Securities Litigation & Enforcement
Tagged Compliance & ethics, Corporate crime, Deferred prosecution agreements, Management, Non-prosecution agreement, Securities enforcement
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The State of State Competition for Incorporations
The competition by states for incorporations has long been the subject of extensive scholarship. Views of this competition differ radically. While some commentators regard it as “The Genius of American Corporate Law,” others believe it leads to a “Race to the Bottom” and yet others have taken the position that it barely exists. Despite this […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation
Tagged Corporate governance, Incorporations, Legal systems, State law
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