1. Articles from corpgov.law.harvard.edu

  2. 1-24 of 81 1 2 3 4 »
    1. 2020 Governance Outlook

      2020 Governance Outlook

      Today, the accelerating pace and intensifying complexity of change are creating a fundamentally different operating reality that is putting the competitiveness and governance of many businesses to the test. NACD’s most recent Public Company Governance Survey found that looking forward to 2020, directors are most concerned about the impact of growing business-model disruptions, the slowing global economy, increased competition for talent, changing cybersecurity threats, and rapid technology changes...

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    2. The Economics of Shareholder Proposal Rules

      The Economics of Shareholder Proposal Rules

      As I explain below, the Economic Analysis does not provide an acceptable basis for SEC rulemaking in this area. The Economic Analysis fails to adequately analyze the costs and benefits of the proposed rule, as well as its effects on efficiency, competition and capital formation; overlooks significant effects and issues; and does not use evidence that is available or could be obtained...

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      Mentions: Investors IPO Harvard
    3. Board Composition and Shareholder Proposals

      Board Composition and Shareholder Proposals

      Institutional investors and proxy advisory firms have paid increasing attention to the number of corporate boards on which directors serve. During the 2019 proxy season, 5.8% of directors received support levels below 80%, the highest rate in nine years, which can largely be attributed to investors’ changes to, and enforcement of, their overboarding policies...

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    4. Public Company vs. JV Governance

      Public Company vs. JV Governance

      The governance of public companies is profoundly important. Thirty years ago, CalPERS, a major institutional investor and leading corporate governance advocate, argued that corporate governance was “the grain in the balance that makes the difference between wallowing for long and perhaps fatal periods in the depths of the performance cycle, and responding quickly to correct the corporate course.” Time and again, research has borne out the link between good governance and strong shareholder returns...

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    5. Letter by SEC Commissioner Robert J. Jackson, Jr. to Congresswoman Maloney

      Letter by SEC Commissioner Robert J. Jackson, Jr. to Congresswoman Maloney

      Dear Chair Maloney:

      Thank you for your July 15 letter regarding my research on the need for transparency in corporate political spending—and your leadership in urging the SEC to ensure that our rules protect American families who invest in public companies that spend investor money on politics. I very much appreciate the opportunity to share further details on this work...

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    6. Board Pay Under the Microscope

      Board Pay Under the Microscope

      Director pay programs are under greater scrutiny, and S&P 500 companies are striving to anticipate and adapt to this significant change. Compensation limits are at the forefront of this keen interest, with advisory firms Institutional Shareholder Services and Glass Lewis, and shareholders, becoming more vocal and taking direct action. This activism is framed by trends that include avid internal and external interest in board diversity and a shift in board compensation with greater emphasis on equity than on cash pay...

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    7. Fall of the Ivory Tower: Controlled Companies and Shareholder Activism

      Fall of the Ivory Tower: Controlled Companies and Shareholder Activism

      Despite longstanding complaints about governance and the tyranny of a few who may or may not hold a meaningful economic interest in the company they founded and/or now control, investors have continued to allocate to controlled or quasi-controlled companies. What has changed is that minority shareholders are no longer content to sit quietly and go along for the ride, increasingly demonstrating they are willing to pull on the few levers of activism and change available at these companies...

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      Mentions: Investors ESG risk
    8. Loosey-Goosey Governance: Four Misunderstood Terms in Corporate Governance

      Loosey-Goosey Governance: Four Misunderstood Terms in Corporate Governance

      We recently published a paper on SSRN (“Loosey-Goosey Governance: Four Misunderstood Terms in Corporate Governance”) that examines four central concepts that are widely discussed—even foundational to the problem—but loosely defined and poorly understood. A reliable corporate governance system is considered to be an important requirement for the long-term success of a company...

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    9. Recent Trends in Shareholder Activism

      Recent Trends in Shareholder Activism

      Shareholder activism remains pervasive in the corporate landscape, as many companies continue to face new, and sometimes more sophisticated, activist situations. Recent activism-related trends indicate that the landscape is continually shifting, and companies’ strategies for dealing with activism should therefore also evolve and adapt...

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    10. Climate in the Boardroom

      Climate in the Boardroom

      The world’s largest asset managers BlackRock and Vanguard control the largest blocks of shares in nearly every publicly traded firm in the U.S. The pattern of ownership is seen in the energy and utility industries, and across the companies at which there were critical climate votes in 2019 (see Figure 13). The two asset managers were both in the top five common stock shareholders at all 28 companies with critical climate resolutions...

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    11. Investor Stewardship Reporting and Engagement

      Investor Stewardship Reporting and Engagement

      Vital to rebuilding trust in business is an effective accountability framework based on good stewardship, governance and reporting. Within this, transparency over stewardship of investments plays a fundamental role in providing confidence to a broad range of stakeholders. Pursuing greater transparency drives greater accountability, and promotes a critical shift from short-term thinking to creating long-term value...

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    12. Setting Directors’ Pay Under Delaware Law

      Setting Directors’ Pay Under Delaware Law

      The Delaware Chancery’s refusal to dismiss a derivative allegation in a suit claiming that Goldman Sachs directors were paid excessively may soon provide a decision that offers companies guidance on setting board of director pay (Stein v. Blankfein, Court of Chancery of the State of Delaware, C.A. No. 2017-0354-SG (Del. Ch. May. 31, 2019). This guidance may come despite the court’s initial doubts that the facts, when more fully developed, would yield a holding against Goldman...

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    13. Activist Proxy Slates and Advance Notice Bylaws

      Activist Proxy Slates and Advance Notice Bylaws

      In a recent bench ruling, the Delaware Court of Chancery enforced an advance notice bylaw and thereby precluded an activist investor from nominating a slate of directors and conducting a proxy contest at a company’s annual meeting.  The court enforced the plain terms of the advance notice bylaw, which required that notice of the nominations had to be given by a stockholder of record...

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    1-24 of 81 1 2 3 4 »
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