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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
Challenge to SEC Proxy Access Rules
Business Roundtable and the Chamber of Commerce have challenged SEC rules requiring public companies in certain circumstances to include shareholder nominees for director in the company’s proxy materials. The final rules comprise two main rules: (1) Rule 14a-11, which would require a publicly-traded company to include in its proxy materials a candidate nominated by shareholders […]
Click here to read the complete postNew SEC Whistleblower Rules Fall Short
The SEC recently released its proposed rules implementing the whistleblower program established under Section 922 of the Dodd-Frank Act. The proposed rules do not go far enough to avoid undermining corporate compliance systems. We summarize our key observations in this memo, and a more detailed discussion of the proposal and the issues it presents is […]
Click here to read the complete postProtectionism and Paternalism at the UK Panel on Takeovers and Mergers
On 1 June 2010 the UK Panel on Takeovers and Mergers (Panel), issued a “Green” Consultation Paper [1] on the Review of Certain Aspects of the Regulation of Takeover Bids in the UK (Green Paper). This Green Paper was issued following an announcement earlier in the year by the Panel that it would review certain […]
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Posted in International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications, Private Equity
Tagged Takeovers, UK, UK Takeover Code
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Non-binding Voting for Shareholder Proposals
In the paper, Non-binding Voting for Shareholder Proposals, which is forthcoming in the Journal of Finance, we develop a theory of shareholder voting for non-binding shareholder proposals. The main difference of non-binding voting from the conventional binding voting mechanism is that the vote tally does not, at least directly, determine the outcome. Instead, the management […]
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Posted in Academic Research, Corporate Elections & Voting, Empirical Research
Tagged Non-binding voting, Shareholder proposals, Shareholder voting
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ISS Issues Policy Updates for 2011 Proxy Season
On November 19, 2010, Institutional Shareholder Services Inc. (ISS) issued updates to its proxy voting policies applicable to shareholder meetings held on or after February 1, 2011. This Alert summarizes and discusses implications of those updates for US companies. The ISS proxy voting guidelines and the new updates are available at http://www.issgovernance.com/policy. ISS is generally […]
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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Practitioner Publications
Tagged Golden parachutes, ISS, Proxy advisors, Proxy season, Say on pay, Shareholder elections
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Golden Parachutes and the Wealth of Shareholders
The Program on Corporate Governance recently issued our study, Golden Parachutes and the Wealth of Shareholders. Golden parachutes have attracted much debate and substantial attention from investors and public officials for more than two decades, and the Dodd-Frank Act recently mandated a shareholder vote on any future adoption of a golden parachute by public firms. […]
Click here to read the complete postThe Costs of Intense Board Monitoring
In our paper The Costs of Intense Board Monitoring, forthcoming in the Journal of Financial Economics, we study the effects of the intensity of board monitoring on directors’ effectiveness in performing their monitoring and advising duties. Our objectives are three-fold. First, we examine whether the quality of board monitoring is enhanced when the board is […]
Click here to read the complete postThe Case for Professional Boards
In 2002, Congress passed the Sarbanes Oxley (SOX) to prevent a repetition of the corporate governance debacles at Enron and WorldCom. All boards of public companies as well as their important committees would be comprised mainly of independent directors. A public company’s executives would conduct a yearly assessment of internal controls, subject to a special […]
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