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Program on Corporate Governance Advisory Board
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino
- Steven J. Williams
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Greenshoe Options and Underwriter Principal Trading
I am very grateful to Mr. Evans for his thoughtful reply to my prior post on the Forum. His reply raises important interpretive issues that I hope that the SEC and FINRA will directly address. In connection with U.S. initial public offerings (IPOs), underwriters usually trade in the issuer’s stock for their own principal accounts, […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Securities Regulation
Tagged Capital formation, Capital markets, Equity offerings, IPOs, Market reaction, Regulation M, Securities regulation, Underwriting
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What Boards Need to Know About Shareholder Activism
Shareholder activism has proved to be a permanent part of the global capital markets. In 2009, activist hedge funds had approximately $39b in assets under management. Today, that number is closer to $130b. Considering assets under management for all hedge funds that pursue activism in at least one of their strategies, the total amount of […]
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Posted in Boards of Directors, ESG, Institutional Investors, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Engagement, ESG, Hedge funds, Institutional Investors, Mergers & acquisitions, Shareholder activism, Target firms
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Does Target Firm Insider Trading Signal the Target’s Synergy Potential in Mergers and Acquisitions?
In our paper forthcoming in the Journal of Financial Economics, we raise a question: can a firm looking for a takeover target use a target firm’s net insider buying as a signal of the potential worthiness of this acquisition? Prior studies have not examined the implication of insider trading for the outcomes of corporate mergers […]
Click here to read the complete postWeekly Roundup: March 26–April 1, 2021
The Long-Term Effects of Short Selling and Negative Activism Posted by Peter Molk (University of Florida) and Frank Partnoy (University of California Berkeley), on Friday, March 26, 2021 Tags: GameStop, Hedge funds, Institutional Investors, Long-Term value, Shareholder activism, Short sales, Short-termism Board Refreshment Posted by Maria Castañón Moats, Paul DeNicola, and Leah Malone, PricewaterhouseCoopers LLP, on Friday, March 26, 2021 Tags: Board performance, Board tenure, Board turnover, Boards […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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How Valuable is Financial Flexibility When Revenue Stops? Evidence from the COVID-19 Crisis
In our forthcoming Review of Financial Studies publication (available here), we examine the value of financial flexibility for large, publicly listed companies in the US during the initial phase of the COVID-19 crisis. The COVID-19 shock led to a dramatic temporary decrease in revenues for many firms, because production and selling activities conflicted with social […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research
Tagged Cash flows, COVID-19, Firm performance, Leverage, Long-Term value, Repurchases, Risk management
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Creating Long-Term Value With ESG Metrics
During the last few years, ESG has transformed from a buzzword into a priority in the corporate world. More recently, a plethora of events has accelerated this demand for corporate change and accountability—COVID-19, the resurgence of racial justice movements and climate change. Additionally, there is mounting pressure from institutional investors on this front. ESG measures, […]
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Posted in Accounting & Disclosure, ESG, Practitioner Publications
Tagged Corporate culture, Disclosure, Diversity, ESG, Executive Compensation, Human capital, Incentives, Performance measures
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Executive Compensation under Covid: What to Look for in the 2021 Proxy Season
Even just a year later, it may be difficult to remember the uncertainty and confusion of the early months of the coronavirus pandemic. Corporate boards soon realized that the crisis was far more extensive than the 2008-2009 downturn, but they scrambled to understand the implications for their industry and company. Many leadership teams were desperate […]
Click here to read the complete postDeals in the Time of Pandemic
The COVID-19 pandemic has brought new attention to the period between signing and closing in M&A transactions. Transactional planners heavily negotiate the provisions that govern the behavior of the parties during this window, not only to allocate risk between the buyer and seller, but also to manage moral hazard, opportunistic behavior, and other distortions in […]
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Posted in Academic Research, Empirical Research, HLS Research, Mergers & Acquisitions
Tagged Acquisition agreements, Adverse effects, Covenants, COVID-19, Mergers & acquisitions, Takeovers
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Trends to Watch: An Early Look at CEO Pay and the Impact of COVID-19 on Employee Compensation
Proxy season 2021 is rapidly progressing, and with that, critical perspectives with respect to COVID-19’s impact on Corporate America are taking shape. Most notably: How did the pandemic affect executive compensation, and what can we expect to see as we enter the recovery period in 2021 and into 2022? Because executive pay is so closely […]
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Posted in Accounting & Disclosure, Executive Compensation, Practitioner Publications
Tagged Compensation disclosure, Compensation ratios, Diversity, Executive Compensation, Human capital, Management, Pay for performance, Say on pay
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Comment Letter on Rule 144 Holding Period and Form 144 Filings
We applaud the Commission for putting forth the Proposed Rule 144 Holding Period and Form 144 Filings (“Proposal”) and appreciate the opportunity to comment. Our comments and analysis relate primarily to the request for comments in Sections I.C.2, II.D, and III.D of the Proposal. The Proposal would meaningfully alter the reporting requirements surrounding the trades […]
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