1. Articles from The Harvard Law School Forum on Corporate Governance

    1-24 of 27 1 2 »
    1. Will Nasdaq’s Diversity Rules Harm Investors?

      Will Nasdaq’s Diversity Rules Harm Investors?

      In December 2020, Nasdaq asked the Securities and Exchange Commission (SEC) to approve new diversity rules. The aim is for Nasdaq-listed firms to have at least one director self-identifying as female and another self-identifying as an underrepresented minority or LGBTQ+. To avoid forced delisting, a firm must “diversify or explain”: either have two such diverse directors, or say why it does not. Nasdaq also wants firms to disclose every director’s self-identified race, gender, and LGBTQ+ status...

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    2. Directors’ Career Concerns: Evidence from Proxy Contests and Board Interlocks

      Directors’ Career Concerns: Evidence from Proxy Contests and Board Interlocks

      Directors’ Career Concerns: Evidence from Proxy Contests and Board Interlocks Posted by Shuran Zhang (Hong Kong Polytechnic University), on Monday, March 29, 2021 More from: Shuran Zhang Shuran Zhang is Assistant Professor of Finance at Hong Kong Polytechnic University. her recent paper . Related research from the Program on Corporate Governance includes Does Shareholder Proxy Access Improve Firm Value?...

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    3. Evaluating Executive Compensation in Times of Crisis

      Evaluating Executive Compensation in Times of Crisis

      Evaluating Executive Compensation in Times of Crisis Posted by John Galloway, Vanguard, Inc., on Wednesday, March 17, 2021 John Galloway is global head of investment stewardship at Vanguard, Inc. publication by Vanguard Investment Stewardship. Our philosophy hasn’t changed In our last Insights on compensation, we shared key considerations for well-structured executive compensation plans that could withstand the most challenging market and economic conditions, including a pandemic...

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    4. Top Governance & Stewardship Issues in 2021

      Top Governance & Stewardship Issues in 2021

      Top Governance & Stewardship Issues in 2021 Posted by Subodh Mishra, Institutional Shareholder Services, Inc., on Thursday, March 11, 2021 an article by the ISS Global Governance Research Team, Institutional Shareholder Services, Inc. Key Takeaways Protests in 2020 that swept across the US have cast a spotlight on levels of racial and ethnic diversity of corporate directors, C-suite executives and corporate workforces...

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    5. An Introduction to Activist Stewardship

      An Introduction to Activist Stewardship

      The time has come for “activist stewardship.” Simply put, this means putting the skills and techniques of activist hedge funds to work where a company’s financial performance is deteriorating and traditional engagement tools have failed to produce meaningful results to protect value and mitigate long-term risks, including recognizing the importance of environmental, social, and governance (ESG) risks...

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    6. Sustainability and ESG: The Governance Factor and What It Means for Businesses

      Sustainability and ESG: The Governance Factor and What It Means for Businesses

      Corporate governance has long been a focal point for large corporates, listed companies and regulated entities, with numerous studies connecting good corporate governance with higher profitability. However, as the March 2021 effective date of the EU’s Sustainability-Related Disclosure Regulation approaches, corporate governance is becoming increasingly important to companies of all sizes. This is, in part, due to investee companies needing to follow good governance practices, as a baseline, in order to be classified as a “sustainable investment...

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    7. Biden In the Boardroom

      Biden In the Boardroom

      A Biden Administration can be expected to have a notable impact on corporate governance, both through specific proposals and by how its policies influence state legislation, “best practices” formulation and board conduct. During the long presidential campaign, progressive candidates floated several proposals with significant potential impact on corporate governance, including the Accountable Capitalism Act, the Ending Too Big to Jail Act and the Corporate Executive Accountability Act...

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    8. ISS Updates its Voting Policies

      ISS Updates its Voting Policies

      On November 12, Institutional Shareholder Services (“ISS”) published its annual policy updates in its 2021 global proxy voting guidelines, which are effective for shareholder meetings held on or after February 1, 2021. Social and environmental issues, board diversity, shareholder litigation rights and COVID-19 recovery era policies emerged as ISS’ main areas of focus for its policy updates...

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    9. When That Problematic Board Member Just Won’t Leave

      When That Problematic Board Member Just Won’t Leave

      Sometimes a corporate director who’s the main source of a company’s reputational problems is the last one to recognize it. That’s why, in order to protect the company from unwanted controversy and reputational harm, boards benefit from discreet tools to remove problematic officers and directors before their terms are up, and without going through a formal removal process...

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    10. ESG Management and Board Accountability

      ESG Management and Board Accountability

      In the world of corporate governance and proxy voting, 2020 has been a remarkable year, not only because annual general meetings took place in the midst of a global pandemic that forced the abrupt transition to a virtual proxy season, but also because this year marked the beginning of the new decade at a time when companies and investors experience a major shift in how they engage on the topic of corporate governance...

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    11. Shareholders’ Rights & Shareholder Activism 2020

      Shareholders’ Rights & Shareholder Activism 2020

      As life dramatically changed in 2020, so did shareholder rights. In the United States, we witnessed a dramatic and substantial change to how companies conduct annual meetings, a reignited debate on the purpose of the corporation, new defensive strategies for companies, as well as a reshaping of the shareholder activist model, as some activists adopted tactics historically associated with private equity. Below we note some of the major developments that took place over the past year...

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    12. Proposed HSR Rule Change Would Benefit Activists

      Proposed HSR Rule Change Would Benefit Activists

      On September 21, 2020, the U.S. Federal Trade Commission (the “FTC”) published a notice of proposed rulemaking that would, among other things, create a new de minimis exemption under the Hart-Scott-Rodino Antitrust Improvements Act of 1986 (the “HSR Act”), which subjects proposed acquirers of an issuer’s voting securities to notification, filing and waiting period requirements...

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    13. CEO Leadership: Navigating the New Era in Corporate Governance

      CEO Leadership: Navigating the New Era in Corporate Governance

      At the end of 2019 (which now seems so long ago), my book CEO Leadership: Navigating the New Era in Corporate Governance was published by The University of Chicago Press. My target audience is current and future CEOs and board members, those who advise them and those who teach law and business school students who aspire to those positions...

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    1-24 of 27 1 2 »
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    2020 Activist Investor Report Legal Liability for ESG Disclosures On the Purpose and Objective of the Corporation CEO Leadership: Navigating the New Era in Corporate Governance ESG Management and Board Accountability Shareholders’ Rights & Shareholder Activism 2020 When That Problematic Board Member Just Won’t Leave ISS Updates its Voting Policies Board Considerations for an Uncertain 2021 2021 Global and Regional Trends in Corporate Governance Parker Elects William F. Lacey to its Board of Directors Talent.com Adds Hewlett Packard Vet Chris Hsu to Board