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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
Let Your Mission Guide Your Executive Pay
Many business thinkers have criticized corporate “short-termism” that discourages crucial long-term investments in intangible capabilities. Executive pay programs get much of the blame, as even “long-term incentives” last only three years, with the goals for each year’s tranche reset annually. Those brief periods are understandable given that most company strategies in fast-paced markets require agile […]
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Posted in Boards of Directors, ESG, Executive Compensation, Practitioner Publications
Tagged Boards of Directors, Compensation committees, Corporate purpose, ESG, Executive Compensation, Incentives, Long-Term value, Pay for performance, Short-termism, Stakeholders, Tesla
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DOJ Indicts Founder of Nikola for Allegedly Defrauding Retail SPAC Investors
On July 29, 2021, the U.S. Attorney’s Office for the Southern District of New York unsealed a securities and wire fraud indictment against Trevor Milton, the founder and one-time chairman of Nikola Corporation (“Nikola”), a pre-revenue electric- and hydrogen-powered vehicle company which went public through a merger with a special-purpose acquisition company (“SPAC”). The Indictment […]
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Posted in Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Merger litigation, Mergers & acquisitions, SEC, SEC enforcement, Securities enforcement, Securities fraud, Securities regulation, SPACs
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Don’t Wait to Prepare for an Emergency Succession
Most boards address emergency CEO succession in some way, even if it’s just discussing the “name in the envelope” who could be quickly tapped for an interim period of time. The COVID-19 crisis underscored the importance of having a robust, formal emergency succession plan and raised questions about how prepared most organizations really are. In […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Practitioner Publications
Tagged Boards of Directors, Executive turnover, Human capital, Long-Term value, Management, Succession
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2021 Proxy Season Trends: Executive Compensation
Average support remains high in 2021, currently approximately 90.8% at Russell 3000 companies, reflecting similar averages compared to 2020 in the same period, despite a higher failure rate in 2021 to date compared to 2020 (see below) Proxy advisory firms continue to have a significant impact on vote results, although current ISS “against rates” are […]
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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Practitioner Publications
Tagged Boards of Directors, Compensation ratios, Director compensation, Equity-based compensation, Executive Compensation, Incentives, Institutional Investors, Proxy season, Say on pay, Shareholder voting
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Court of Chancery Decision Provides Guidance for Drafting MAE Clauses
In Bardy Diagnostics v. Hill-Rom (July 9, 2022), the Delaware Court of Chancery followed its almost invariable pattern of finding that an event arising between signing and closing of a merger agreement did not constitute a Material Adverse Effect that permitted the buyer to terminate the deal. The decision is noteworthy for the court’s award […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Adverse effects, Delaware cases, Delaware law, Materiality, Merger litigation, Mergers & acquisitions, Risk disclosure, Termination
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Weekly Roundup: August 6–12, 2021
SEC Brings SPAC Enforcement Action and Signals More to Come Posted by Adam Brenneman, Rahul Mukhi, and Jared Gerber, Cleary Gottlieb Steen & Hamilton LLP, on Friday, August 6, 2021 Tags: IPOs, Mergers & acquisitions, SEC, SEC enforcement, Securities regulation, SPACs Shareholder Meetings and Freedom Rides: The Story of Peck v. Greyhound Posted by Harwell Wells (Temple University), on Friday, August 6, 2021 […]
Click here to read the complete postMoving the Needle on DEI in the Workplace
In the wake of the Black Lives Matter Movement of 2020 and the resulting national conversation on race and equity, many companies have taken meaningful steps to achieve greater diversity, equity, and inclusion (DEI) in their respective workplaces. The technology industry, in particular, has made several notable strides towards these laudable goals. We analyzed publicly […]
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Posted in Boards of Directors, ESG, Practitioner Publications
Tagged Boards of Directors, Corporate culture, Diversity, ESG, Human capital, Labor markets
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2021 Proxy Season Trends: Proxy Advisory Firms
ISS 2021 Proxy Voting Guidelines ISS’ revised polices for the 2021 proxy season indicate a significant focus on social and environmental issues, the importance of board diversity, shareholder litigation rights and COVID-19 recovery era policies Social and Environmental Issues Governance failures – Material E&S Risk Oversight: Recommend withhold votes against directors, committees or the entire […]
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Posted in Boards of Directors, Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications
Tagged Board composition, Boards of Directors, Diversity, ESG, Glass Lewis, Institutional Investors, ISS, Proxy advisors, Proxy season, Proxy voting, Shareholder voting
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A Deeper Dive Into Talent Management: The New Board Imperative
As companies plan for a post-pandemic economy, and continue tackling social issues, they must also contend with rapid business transformation. Talent management is more critical than ever—and so is director oversight. Corporate directors have traditionally focused their talent management efforts on the C-suite, leaving oversight of the broader workforce to senior executives. But the pandemic, […]
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Posted in Boards of Directors, ESG, Practitioner Publications
Tagged Board composition, Boards of Directors, Disclosure, Diversity, ESG, Human capital, Labor markets, Management, Securities regulation, Succession
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