1. Articles from corpgov.law.harvard.edu

  2. 1-24 of 251 1 2 3 4 ... 9 10 11 »
    1. The Win-Win That Wasn’t: Managing to the Stock Market’s Negative Effects on American Workers and Other Corporate Stakeholders

      The Win-Win That Wasn’t: Managing to the Stock Market’s Negative Effects on American Workers and Other Corporate Stakeholders

      The work of Frank Easterbrook and Dan Fischel influenced a generation or more of corporate law scholars and, perhaps more important, powerful players in American corporate governance like institutional investors and government policy makers...

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    2. Annual Review of Shareholder Activism

      Annual Review of Shareholder Activism

      2021 U.S. activity increased from 2020, representing 55% of global campaigns and 49% of global capital deployed, but remained below historical levels as Europe has become a greater share of global activity; campaign activity in APAC and Canada stalled in H2 2021 after a strong start to the year and trailed levels seen in 2020, a period when ROW accounted for an out-sized share of global campaigns...

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    3. Blood in the Water: The Value of Antitakeover Provisions During Market Shocks

      Blood in the Water: The Value of Antitakeover Provisions During Market Shocks

      There is an active debate in the literature as to whether antitakeover provisions (ATPs) that shield managers from takeovers create or destroy firm value. While most studies focus on the average effects of ATPs across all firms and time, the recent COVID-19 pandemic and the massive drop in share prices the pandemic caused raised another important question in this debate...

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    4. Corporate Political Spending is Bad Business: How to Minimize the Risks and Focus on What Counts

      Corporate Political Spending is Bad Business: How to Minimize the Risks and Focus on What Counts

      In our article, Corporate Political Spending is Bad Business, we explore the deep problems that corporate political spending poses for corporations and their management. In particular, we highlight the lack of legitimacy underpinning management decisions to spend treasury dollars on political causes as well as the “hypocrisy trap” for companies that donate to causes that undermine their stated values...

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    5. ISS 2022 U.S. Policy Updates

      ISS 2022 U.S. Policy Updates

      On December 7, 2021, Institutional Shareholder Services (ISS) published updates to its U.S. benchmark proxy voting policies. Unless specified otherwise, the new policies are applicable to all U.S. company meetings held on or after February 1, 2022. This year, ISS’s key policy updates relate to the issues of board composition and board accountability...

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    6. Making ESG Second Nature in Asset Allocation

      Making ESG Second Nature in Asset Allocation

      ESG is a growing imperative for investors of all types—from considering ESG when assessing individual issuers to modeling the impact of climate change on investment strategies. For multi-asset investors, there’s another ESG dimension to incorporate: translating organizational ESG objectives into an effective strategic asset allocation...

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    7. Silicon Valley and S&P 100: A Comparison of 2021 Proxy Season Results

      Silicon Valley and S&P 100: A Comparison of 2021 Proxy Season Results

      In the 2021 proxy season, 143 of the technology and life sciences companies included in the Fenwick – Bloomberg Law Silicon Valley 150 List (SV 150) and 99 of the companies in the Standard & Poor’s 100 (S&P 100) held annual meetings that typically included voting for the election of directors, ratifying the selection of auditors of the company’s financial statements and voting on executive officer compensation (“say-on-pay”). Annual meetings will often also include voting on ...

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    8. No More Old Boys’ Club: Institutional Investors’ Fiduciary Duty to Advance Board Gender Diversity

      No More Old Boys’ Club: Institutional Investors’ Fiduciary Duty to Advance Board Gender Diversity

      State Street Global Advisors (“SSGA”), one of Wall Street’s “Big Three” asset managers, has very recently been featured in the news for adopting a new policy where its recruiters will need to seek a diversity panel’s approval if they want to hire a white male management candidate over a woman or an ethnic minority...

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    9. The New DOL Proposal May Change the ESG Game

      The New DOL Proposal May Change the ESG Game

      On October 13, the Department of Labor (DOL) issued a proposal that would roll back some of the environmental, social and governance (ESG) investing rules that were finalized by the Trump administration at the end of 2020. The Trump administration rules caused uncertainty regarding fiduciaries’ ability to use ESG funds in the retirement plans that they sponsor...

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      Mentions: Change Rules ESG
    10. SPAC Governance: In Need of Judicial Review

      SPAC Governance: In Need of Judicial Review

      SPACs have gotten their share of critical attention over the past year, including by us here and here. But there has been little attention paid to the weak corporate governance of many SPACs, and less attention paid to judicial review of alleged breaches of fiduciary duties. We have recently posted a paper on those topics here. In this post, we summarize that analysis...

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    11. Death by Committee? An Analysis of Corporate Board (Sub-) Committees

      Death by Committee? An Analysis of Corporate Board (Sub-) Committees

      There is a long history of governance reforms that target corporate boards by mandating specific committee structures and director-type requirement. The Securities and Exchange Commission and the New York Stock Exchange first advocated for separate audit committees following the McKesson & Robbins scandal of 1938...

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    12. BlackRock’s Move to Expand Proxy Voting Choice Creates Unknowns

      BlackRock’s Move to Expand Proxy Voting Choice Creates Unknowns

      BlackRock, the world’s largest asset manager, announced on October 7, 2021 that it will start giving certain of its institutional index equity clients the ability to instruct BlackRock how those clients would like their votes to be cast at shareholder meetings of companies in BlackRock’s index funds. This move is savvy...

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    13. What Is CEO Overconfidence? Evidence from Executive Assessments

      What Is CEO Overconfidence? Evidence from Executive Assessments

      Steven N. Kaplan is the Neubauer Family Professor of Entrepreneurship and Finance at the University of Chicago Booth School of Business; Morten Sorensen is Associate Professor of Finance at Dartmouth University Tuck School of Business; and Anastasia Zakolyukina is Associate Professor of Accounting at the University of Chicago Booth School of Business. This post is based on their recent paper , forthcoming in the Journal of Financial Economics...

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    14. Investor Behavior in the 2021 Proxy Season

      Investor Behavior in the 2021 Proxy Season

      Dan Konigsburg is Global Corporate Governance Leader, Sharon Thorne is Deloitte Global Board Chair, and Stephen Cahill is Vice Chairman, Deloitte LLP. This post is based on their Deloitte memorandum. Introduction Today, a climate of dynamic, shifting expectations among investors is changing the corporate landscape. Investors are stepping up their engagement and raising their voices through policy and voting as they seek to influence corporate policies, mindsets and activities...

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    1-24 of 251 1 2 3 4 ... 9 10 11 »
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