1. Articles from corpgov.law.harvard.edu

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    1. 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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    2. 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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    3. 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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    4. 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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    5. 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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    6. 5 Steps for Tying Executive Compensation to Sustainability

      5 Steps for Tying Executive Compensation to Sustainability

      The final link in the chain of improving corporate accountability for sustainability is to tie improvements to pay. In a November 2018 article, we explained that companies should use incentives to motivate executives to tap big strategic opportunities related to environmental, social, and governance (ESG) goals...

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    7. Director Overboarding: Global Trends, Definitions, and Impact

      Director Overboarding: Global Trends, Definitions, and Impact

      In the 2019 proxy season, “overboarding” became a center-stage issue for many companies and investors. Several large asset managers, including Vanguard, BlackRock, and LGIM, enhanced their voting guidelines to apply stricter criteria, while some directors serving on multiple public company boards faced significant opposition to their elections. The idea that directors should not serve on too many boards has been a key consideration for investors for many years...

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      Mentions: overboarding
    8. Caremark Liability for Regulatory Compliance Oversight

      Caremark Liability for Regulatory Compliance Oversight

      In Marchand v. Barnhill (“Blue Bell”) (June 18, 2019), the plaintiff-stockholder claimed that the directors of Blue Bell Creameries USA, Inc., an ice cream manufacturer (the “Company”), breached their fiduciary duty of loyalty under Caremark by having failed to oversee and monitor the Company’s food safety operations. The suit was brought after an outbreak of listeria contamination in the Company’s ice cream led to the sickening and (in three cases) the death of consumers who ate the ice cream—as well as the recall of all of the Company’s products, the shuttering of all of the Company ...

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    9. How Boards Govern Disruptive Technology—Key Findings from a Director Survey

      How Boards Govern Disruptive Technology—Key Findings from a Director Survey

      Technology can enable innovation and disrupt existing business models. Many corporate leaders are increasingly considering how technology can improve operational efficiencies, create new products and services, and help their organizations enter untapped markets. They are also surveying the landscape for competitive entrants seeking to disrupt their industry...

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      Mentions: technology
    10. The Standard of Review for Challenged Director Compensation

      The Standard of Review for Challenged Director Compensation

      On May 31, 2019, Vice Chancellor Sam Glasscock of the Delaware Court of Chancery issued a decision refusing to dismiss a stockholder’s fiduciary duty claims challenging the compensation of Goldman Sachs’ board of directors. [1] The case highlights the type of claim potentially available to stockholders in challenging board (and sometimes executive) compensation, and it provides important guidance for boards when considering the possibility of such a challenge. The decision also reflects the relative uptick we have seen in demands and challenges from stockholders and plaintiffs’ attorneys relating to board compensation...

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    1-24 of 73 1 2 3 »
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