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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
The New Landscape of Human Capital Metrics
Intuitively, many companies understand the importance of strategically investing in their employees. Past academic research has found employees contribute materially to the long-term value creation of a corporation. For instance, the “100 Best Companies to Work in America” had significantly higher stock returns than industry averages. Higher firm investment in intangible assets is associated with […]
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Posted in Accounting & Disclosure, ESG, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Compensation ratios, Disclosure, ESG, Human capital, Institutional Investors, Regulation S-K, SEC, Securities regulation
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Taking Corwin Seriously
Friendly sales of control are a well-known breeding ground for corporate agency costs. Managers, for instance, might be tempted to push through a transaction with a favored bidder instead of exploring an overture organized by a party against whom they hold a grudge. Or they might offer the buyer a sweetheart deal with the anticipation […]
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Posted in Academic Research, Court Cases, Mergers & Acquisitions, Securities Litigation & Enforcement
Tagged Corwin, Delaware articles, Delaware cases, Delaware law, Hedge funds, Merger litigation, Mergers & acquisitions, Shareholder activism, Shareholder voting, Takeovers
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Delaware Supreme Court Clarifies the Standards for Demand Futility
A pair of opinions released by the Delaware Supreme Court in a single week have revisited longstanding precedent governing shareholder suits that claim corporate wrongdoing. As discussed in a companion post on this blog, the first of those opinions, Brookfield Asset Management Inc. v. Rosson, restricted the ability of shareholders to bring direct claims under […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, Controlling shareholders, Delaware cases, Delaware law, Demand futility, Dual-class stock, Facebook, Pension funds, Securities litigation, Shareholder suits
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Climate Stewardship
Voting Record Our Voting Record on Climate Related Shareholder Proposals for 2ºC Scenario Proposals Our voting on climate change is typically prompted by shareholder proposals. However, we may also take voting action against directors even in the absence of shareholder proposals for unaddressed concerns pertaining to climate change. The number of climate-related proposals on company […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, ESG, Institutional Investors
Tagged Asset management, Climate change, Engagement, ESG, Index funds, Institutional Investors, Stewardship, Sustainability
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Climate in the Boardroom 2021
In 2021 proxy voting by the largest asset managers remained wholly insufficient to the scale and urgency of the climate crisis, according to a new report by Majority Action. Following years of accountability efforts from clients, fellow shareholders, and climate advocates, substantial progress has been made in asset manager support for climate-related shareholder proposals. Despite this, benchmarking […]
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Posted in Boards of Directors, ESG, Institutional Investors, Practitioner Publications
Tagged Asset management, Boards of Directors, Climate change, Environmental disclosure, ESG, Institutional Investors, Say on climate, Sustainability
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Direct vs. Derivative Standing
Every once in a while, a court admits it made a mistake. And, in even rarer circumstances, that admission comes from a court as prominent as the Supreme Court of Delaware. But that’s exactly what happened last week in Brookfield Asset Management, Inc. v. Rosson, in which Delaware’s highest court overruled its own 2006 holding […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Capital structure, Controlling shareholders, Delaware cases, Delaware law, Derivative suits, Dual-class stock, Securities litigation, Shareholder suits, Standing
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BlackRock to Permit Some Clients to Vote
According to the Financial Times, “[p]ension funds and retail investors have complained for years over their lack of ability to vote at annual meetings when using an asset manager.” Last week, BlackRock, the largest asset manager in the galaxy with $9.5 trillion under management, announced that, beginning in 2022, it will begin to “expand the […]
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Posted in Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Asset management, BlackRock, Index funds, Institutional Investors, Proxy advisors, Shareholder voting
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Are Narcissistic CEOs All That Bad?
We recently published a paper on SSRN, Are Narcissistic CEOs All That Bad?, which examines the prevalence of narcissism among corporate CEOs and the impact that narcissism has on corporate stock-price performance and other outcomes. The role that a CEO’s personality plays in determining outcomes is a topic of considerable interest to researchers, the media, […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, ESG, Executive Compensation
Tagged ESG, Executive Compensation, Management, Manager characteristics, Managerial style
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Board Readiness for Shareholder Activism
For many people, proxy fights are almost synonymous with shareholder activism. But we view them as just one point on an activism continuum that also includes investors’ engagement with companies whose shares they hold, shareholder proposals, and more. Whenever an investor leverages their rights and privileges as an owner to influence a company’s practices or […]
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Posted in Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Climate change, Environmental disclosure, ESG, Hedge funds, Institutional Investors, Shareholder activism
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SEC Highlighting the Need to Consider Climate Change Disclosures in SEC Filings
In late September, the staff of the SEC’s Division of Corporation Finance published a sample comment letter relating to climate change disclosures. While the sample letter does not break new ground substantively, it underscores the SEC’s increasing focus on climate disclosures and its views more generally on the relevance to investors of climate-related risks. In […]
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Posted in Accounting & Disclosure, ESG, Practitioner Publications, Securities Regulation
Tagged Climate change, Disclosure, Environmental disclosure, ESG, SEC, SEC rulemaking, Securities regulation, Sustainability
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