Corporate Governance Theory - Publications - Faculty & Research - Harvard Business School

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November–December 2024
Article

How Robust Is Your Climate Governance?

By: Lynn S. Paine and Suraj Srinivasan

During the past few years, as evidence of climate change and its effects has mounted, many corporate boards have added climate governance to their agendas. But the maturity of boards’ climate-oversight processes and activities varies widely.
To better... View Details

Keywords: Corporate Governance; Climate Change; Corporate Social Responsibility and Impact; Governing and Advisory Boards

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December 2024
Article

Proxy Advisory Firms and Corporate Shareholder Engagement

By: Aiyesha Dey, Austin Starkweather and Joshua White

We study how Institutional Shareholder Services (ISS) affect firms’ engagement with shareholders. Our analyses exploit a quasi-natural experiment using say-on-pay voting outcomes near a threshold that triggers ISS to review engagement activities. Firms receiving ISS... View Details

Keywords: Business and Shareholder Relations; Governing and Advisory Boards; Policy; Voting

2024
Book

The Fading Light of Democratic Capitalism: How Pervasive Cronyism and Restricted Suffrage Are Destroying Democratic Capitalism as a National Ideal ... And What to Do About It

By: Malcolm S. Salter

What are we to do about declining public trust and confidence in democratic capitalism, which many citizens consider a cornerstone of our national ideology and identity? In this book, I address how we can rekindle the fading light of democratic capitalism as an... View Details

Keywords: Government and Politics; Power and Influence; Economic Systems; Culture

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2024
Working Paper

Scaling Core Earnings Measurement with Large Language Models

By: Matthew Shaffer and Charles CY Wang

We study the application of large language models (LLMs) to the estimation of core earnings, i.e., a firm's persistent profitability from its core business activities. This construct is central to investors' assessments of economic performance and valuations. However,... View Details

Keywords: Large Language Models; AI and Machine Learning; Accounting; Profit; Corporate Disclosure; Analytics and Data Science; Measurement and Metrics

November 2024
Background Note

Nonprofit Governance: Some Basics

By: Lynn S. Paine and Will Hurwitz

This background note discusses basics about the prevalence, purpose, and unique legal, governance and regulatory dynamics of nonprofits and their boards of directors. The note describes both similarities and differences between for-profit and non-profit governance,... View Details

Keywords: Corporate Governance; Leadership; Mission and Purpose; Nonprofit Organizations; Governing Rules, Regulations, and Reforms; Governing and Advisory Boards; United States

2024
Working Paper

Hidden Risk

By: Daniel Barth, Phillip Monin, Emil Siriwardane and Adi Sunderam

Since 2013, large U.S. hedge fund advisers have been required to report risk exposures in their regulatory filings. Using these data, we first establish that managers’ perceptions of risk contain useful information that is not embedded in fund returns. Investor flows... View Details

Keywords: Corporate Disclosure; Investment Funds; Risk and Uncertainty; Investment Return; Communication Strategy; Financial Services Industry

November 2024
Case

Ather Energy: The Future of Mobility

By: Shunyuan Zhang, Kannan Srinivasan and Malini Sen

Ather Energy, India’s third-largest electric scooter maker by volume, was founded in 2013. Five years later, the start-up launched its first electric scooter, Ather 450, which was powered by artificial intelligence (AI) and the Internet of Things (IoT), to navigate... View Details

November 2024
Article

On the Representativeness of Voter Turnout

By: Louis Kaplow and Scott Duke Kominers

Prominent theory research on voting analyzes a variety of models in which expected pivotality drives voters' turnout decisions and hence determines voting outcomes. It is recognized, however, that such work is at odds with Downs's paradox: in practice, many... View Details

Keywords: Voting Behavior; Voting Turnout; Paradox Of Voting; Pivotality; Elections; Model; Theory; Governance Transparency; Government; Democracy; Turnout; Voting; Governance; Government and Politics; Public Sector; Political Elections

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2024
Article

Political Polarization and Finance

By: Elisabeth Kempf and Margarita Tsoutsoura

We review an empirical literature that studies how political polarization affects financial decisions. We first discuss the degree of partisan segregation in finance and corporate America, the mechanisms through which partisanship may influence financial decisions, and... View Details

Keywords: Government and Politics; Investment Portfolio; Decisions; Governance

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November 2024
Article

Stakeholder Amnesia in M&A Deals

By: Caley Petrucci and Guhan Subramanian

Public companies have increasingly embraced environmental, social and governance (ESG) factors in the course of everyday business. However, these ESG considerations are virtually non-existent in merger and acquisition (M&A) transactions. Elon Musk’s recent acquisition... View Details

Keywords: Corporate Governance; Corporate Social Responsibility and Impact; Governing and Advisory Boards; Mergers and Acquisitions

October 2024
Case

NextGen CDR Facility: From Davos to Details

By: Peter Tufano, Emily A. Chien and Karina Val

Next Gen CDR is a startup that pools corporate commitments to purchase Tech CDR, which promises to permanently remove and store carbon from the atmosphere to combat climate change. A partnership between South Pole and Mitsubishi Corp., Next Gen has secured initial... View Details

Keywords: Climate Change; Partners and Partnerships; Corporate Governance; Investment; Agreements and Arrangements

October 2024
Supplement

Hakluyt: from Corporate Intelligence to Trusted Advisors (B)

By: Joseph B. Fuller and Lena Duchene

This case is a continuation of an earlier study chronicling Hakluyt & Company (Hakluyt)’s transformation from an obscure boutique to a global corporate advisory firm with an outsized reputation. In August 2024, the firm faced a pivotal moment as managing partner Varun... View Details

October 2024
Case

Edizione

By: Cynthia A. Montgomery, Dante Roscini, Elena Corsi and Hugo Etchegoyhen

This case study examines the diversification and transformation of Edizione, the Benetton family's holding company originally established to reinvest dividends from the Benetton clothing brand. Edizione expanded significantly in the late 1990s and early 2000s,... View Details

2024
Working Paper

Foreign Influence in U.S. Politics

By: Marco Grotteria, Max Miller and S. Lakshmi Naaraayanan

This paper investigates the informational role of lobbyists in the context of foreign lobbying in the United States. Using Department of Justice data on contacts between foreign governments and US legislators, we show that exogenous shocks to these connections... View Details

Keywords: Political Economy; Public Finance; Political Connections; Foreign Lobbying

October 2024
Article

Strategic Decision Making at Platform Transitions: The Case of Nokia (2010-2011).

By: Timo O. Vuori and Michael Tushman

We studied Nokia’s decision to adopt the Windows platform in 2011 to induce new theory on the emotional dynamics of incumbent firms’ strategic decision making at platform transitions. We find that platform companies’ entry into an established industry activates a... View Details

Keywords: Emotions; Technology Adoption; Corporate Strategy; Transition

September 2024 (Revised March 2025)
Supplement

Wemade: (Re)Establishing Trust in Blockchain Games (B)

By: Jung Koo Kang, Charles C.Y. Wang, David Allen and Kwangmoon So

This supplement reviews Wemade's efforts to rebuild confidence in its business after its WEMIX coin was delisted from the major South Korean cryptocurrency exchanges on December 8, 2022. It outlines Wemade's strategy of transparency, which included partnerships with... View Details

Keywords: Blockchain; Cryptocurrency; Crypto Economy; Accounting; Financial Reporting; Revenue Recognition; Games, Gaming, and Gambling; Corporate Disclosure; Information Technology; Financial Markets; Governance; Accounting Industry; Video Game Industry; South Korea

September 2024
Case

Faena: Magic in Mid-Miami Beach

By: Robin Greenwood, Denise Han, Dave Habeeb and Ruth Page

The link to this multimedia case should be provided to students in advance as preparation for classroom case discussion.

This multimedia case follows real estate developer Alan Faena as he expanded his luxury development business from Argentina to the... View Details

September 20, 2024
Article

It’s Time to Unbundle ESG

By: Aaron K. Chatterji and Michael W. Toffel

ESG is at an inflection point. It has come to represent a broad and inchoate aspiration for what business should be doing beyond maximizing shareholder value. With ESG advocates on the defensive, business leaders need a new roadmap to determine which factors to... View Details

Keywords: ESG; ESG (Environmental, Social, Governance) Performance; ESG Ratings; ESG Reporting; ESG Disclosure; Sustainability; Climate; Climate Finance; Climate Risk; Social Accounting; Investment; Governance; Safety; Climate Change; Environmental Sustainability; Corporate Social Responsibility and Impact; Financial Services Industry

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September 2024
Case

Topaz: Navigating Governance, Legacy, and Change

By: Christina R. Wing and Carla Larangeira

Since its founding in 2011, the Garza Sada brothers and their father positioned Topaz among leading family offices in Monterrey, Mexico, with several assets under management. Topaz aspired to have a transformative impact across multiple Mexican industries. An industry... View Details

Keywords: Business Conglomerates; Family Business; Governing and Advisory Boards; Managerial Roles; Management Succession; Family Ownership; Corporate Governance; Organizational Structure; Adoption; Financial Services Industry; Real Estate Industry; Education Industry; Energy Industry; Latin America; Mexico

September 2024
Case

Board Director Dilemmas: The Tradeoffs of Board Selection

By: David G. Fubini, Suraj Srinivasan and Patrick Sanguineti

After retiring from a long and successful career in financial auditing, Linda McGill looked forward to the prospect of joining a board. She felt the time was right to leverage the breadth of her experience while fulfilling one of her long-term goals. Though somewhat of... View Details

Keywords: Board Decisions; Corporate Boards; Board Networks; Cost vs Benefits; Governing and Advisory Boards; Retirement

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