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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
The Pandemic and Executive Pay
Introduction The COVID-19 pandemic has had a major impact on the US economy. Businesses that have seen financial impact have laid off or furloughed employees, cut salaries, and in some cases, received state aid in order to preserve cash and stay afloat. In addition to these measures, some businesses have taken an additional step and […]
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Posted in Boards of Directors, Executive Compensation, Practitioner Publications
Tagged Boards of Directors, COVID-19, Director compensation, Executive Compensation, Incentives, Management, Pay for performance, Say on pay, Uber
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The Evolution of CEO Compensation in Venture Capital Backed Startups
Venture capital investors have developed an extensive set of tools to help address financing frictions for startups stemming from adverse selection and moral hazard. These include a focus on rigorous due diligence, complex security design, staged financing and active investment through extensive control rights, such as board seats. However, despite the importance of VC-backed firms […]
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Posted in Academic Research, Executive Compensation
Tagged Contracts, Entrepreneurs, Executive Compensation, Management, Management contracts, Private equity, Venture capital firms
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Weekly Roundup: August 14–20, 2020
Managerial Duties and Managerial Biases Posted by Ulrike Malmendier (University of California, Berkeley), Vincenzo Pezone (Goethe University Frankfurt), and Hui Zheng (University of California, Berkeley), on Friday, August 14, 2020 Tags: Behavioral finance, CFOs, Corporate debt, Decision making, Human capital, Management, Managerial style, Risk-taking The Other “S” in ESG: Building a Sustainable and Resilient Supply Chain Posted by David M. Silk, Sabastian V. Niles, […]
Click here to read the complete postA Controller’s Direct Discussions With Minority Stockholders May Render MFW Unavailable
In In re HomeFed Corporation Stockholder Litigation (July 13, 2020), the Delaware Court of Chancery held that the going-private transaction involving HomeFed Corporation (the “Company”) and its controlling stockholder, Jefferies Financial Group Inc., did not meet the prerequisites, under MFW, for business judgment review. Chancellor Bouchard, at the pleading stage of the litigation, found that […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, Controlling shareholders, Delaware cases, Delaware law, Going private, Merger litigation, Mergers & acquisitions, MFW
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Best Buys and Own Brands: Investment Platforms’ Recommendations of Mutual Funds
Retail investors in mutual funds are faced with a bewilderingly wide choice of products. Traditionally, they would be guided by their broker, but increasingly they are investing in mutual funds through online investment platforms, or ‘fund supermarkets’. These platforms produce recommendations of funds to help investors make their choice. Using a unique, largely non-public, dataset […]
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Posted in Academic Research, Institutional Investors, International Corporate Governance & Regulation
Tagged Asset management, Conflicts of interest, Institutional Investors, International governance, Mutual funds, UK
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Chancery Court Rules That Pre-Closing Attorney Client Privilege Over Deal Related Communications Stays with Sellers
The Delaware Court of Chancery (Vice Chancellor Zurn) recently held in DLO Enterprises, Inc. v. Innovative Chemical Products Group, LLC, 2020 WL 2844497 (Del. Ch. June 1, 2020), that the seller in an asset transaction retains attorney-client privilege over its pre-closing deal communications unless the asset purchase agreement explicitly provides otherwise. This rule, the court […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Attorney-client privilege, Delaware cases, Delaware law, Disclosure, Merger litigation, Mergers & acquisitions, Privacy
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Was the Business Roundtable Statement Mostly for Show? – (3) Disregard of Legal Constraints
Today is the first anniversary of the Business Roundtable (BRT) statement on corporate purpose. The statement, which was described by the BRT as “moving away from shareholder primacy,” was heralded by observers as “an important shift… in corporate America” and a “sea change in terms of how the core purpose of business is defined.” However, […]
Click here to read the complete postWas the Business Roundtable Statement Mostly for Show? – (2) Evidence from Corporate Governance Guidelines
Tomorrow marks the first anniversary of the Business Roundtable (BRT) statement on corporate purpose. The statement, which was described by the BRT as “moving away from shareholder primacy,” was heralded by observers as “an important shift… in corporate America” and a “sea change in terms of how the core purpose of business is defined.” However, in […]
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Posted in Academic Research, HLS Research
Tagged Accountability, Boards of Directors, Business Roundtable, Corporate purpose, Corporate Social Responsibility, Program on Corporate Governance, Reputation, Shareholder value, Stakeholders
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Comment on the Proposed DOL Rule
We are writing in response to the above referenced proposed rulemaking by the Department of Labor (the “Department”) on financial factors in selecting plan investments (the “Proposal”), in particular environmental, social, and governance factors (“ESG”). This response is based on our expertise in ESG investing, especially ESG investing by trustees and other fiduciaries. We have […]
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