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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
Canadian Decision Provides Road Map for a Dual-Class Collapse
A Canadian case decided this month is destined to become a landmark decision on the difficult issue of comparative fairness in change-of-control transactions involving collapse of two classes of stock into a single class. In Magna International, Ontario Superior Court No. CV-10-8738-00CL, major institutional shareholders attacked the restructure of Magna from a dual-class to a […]
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Posted in Court Cases, Derivatives, Mergers & Acquisitions, Practitioner Publications
Tagged Canada, Dual-class stock, Magna International, Ontario Superior Court
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A Measured Approach to Facilitating Director Nominations by Shareholders
Editor’s Note: Luis A. Aguilar is a Commissioner at the U.S. Securities and Exchange Commission. This post is based on Commissioner Aguilar’s statement at a recent open meeting of the SEC, which is available here. The views expressed in the post are those of Commissioner Aguilar and do not necessarily reflect those of the Securities […]
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Posted in Corporate Elections & Voting, Legislative & Regulatory Developments, Regulators Materials, Securities Litigation & Enforcement
Tagged Proxy access, SEC
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Concerns About New Proxy Access Rule
Editor’s Note: Troy A. Paredes is a Commissioner at the U.S. Securities and Exchange Commission. This post is based on Commissioner Paredes’ statement at a recent open meeting of the SEC, which is available here. The views expressed in the post are those of Commissioner Paredes and do not necessarily reflect those of the Securities […]
Click here to read the complete postFASB Proposes Expanded Disclosures Regarding Loss Contingencies
The Financial Accounting Standards Board (FASB) proposes to “retain” existing disclosures and “enhance them with additional information” by updating the requirements in what is now known as FASB Accounting Standards Codification Topic 450 (formerly Statement of Financial Accounting Standards No. 5) (ASC 450) for disclosure of certain loss contingencies. [1] The FASB’s proposal is the […]
Click here to read the complete postFacilitating Shareholder Director Nominations
Editor’s Note: Mary Schapiro is Chairman of the U.S. Securities and Exchange Commission. This post is based on Chairman Schapiro’s opening statement at today’s open meeting of the SEC, which is available here. The views expressed in the post are those of Chairman Schapiro and do not necessarily reflect those of the Securities and Exchange […]
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Posted in Corporate Elections & Voting, Legislative & Regulatory Developments, Regulators Materials, Securities Litigation & Enforcement
Tagged Proxy access, SEC
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Proxy Access Is In
The Securities and Exchange Commission today voted to approve a rule that provides shareholder with the right to place director candidates on the corporate ballot in certain circumstances. The adoption of proxy access is a welcome and long overdue development. In our view, the case for providing shareholders with access to the corporate ballot is […]
Click here to read the complete postTenure and CEO Pay
In the paper, Tenure and CEO Pay, which was recently made publicly available on SSRN, my co-author, Darius Palia of Rutgers University, and I examine the relationship between a CEO’s pay levels and pay-performance sensitivity and her tenure in the firm. The previous empirical literature had examined such issues used historical data that did not […]
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Posted in Academic Research, Empirical Research, Executive Compensation
Tagged Entrenchment, Executive Compensation, Executive performance, Incentives
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Corporate Governance of the 100 Largest US Public Companies
Without question, the role of public company boards and their corporate governance policies and practices continue to face intense scrutiny. That much of this scrutiny comes from shareholder activists and institutional investors comes as no surprise. Demands from these shareholders for greater “shareholder democracy” and involvement in corporate governance have been growing in line with […]
Click here to read the complete postDelaware Provides Guidance on Majority Vote Resignations
A recent decision by the Delaware Supreme Court, City of Westland v. Axcelis, provides important guidance for situations where a director who has failed to obtain the requisite majority for reelection resigns in accordance with the company’s resignation policy and the resignation is not accepted by the board of directors. The board had adopted a […]
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Posted in Boards of Directors, Corporate Elections & Voting, Court Cases, Practitioner Publications
Tagged Delaware cases, Delaware law, Resignation policy, Westland Police & Fire Retirement v. Axcelis
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