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HLS Faculty & Senior Fellows
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
Trading on Public Trust
Introduction In this post, we analyze statements made by Senators Richard Burr and Kelly Loeffler in response to allegations of insider trading. While many U.S. Senators had been actively trading stocks before the spread of the coronavirus caused U.S. markets to fall, Mr. Burr and Ms. Loeffler have attracted the highest level of media attention […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Inside information, Insider trading, SEC, SEC enforcement, Securities enforcement, Securities regulation, US Senate
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ESG Issues in the Forefront
The ongoing coronavirus pandemic has brought the issues of employee safety and engagement, community support, compliance and stakeholder communications to the forefront of most companies’ responses. S&P 500 companies are well on their way to integrating ESG in their compensation and human capital governance programs, but there is still work to do to meet the […]
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Posted in ESG, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Board composition, Diversity, ESG, Executive Compensation, Human capital, Incentives, Institutional Investors, Long-Term value, Stakeholders, Sustainability
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Deal Protection Devices
In mergers and acquisitions transactions, a buyer and a seller will often agree to contractual mechanisms, such as termination fees and match rights, to protect the deal. Judicial attitude towards various deal protection devices migrated from fairly strong hostility to a more permissive allowance over time. This is evidenced by the line of cases, starting […]
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Posted in Academic Research, Mergers & Acquisitions
Tagged Acquisition agreements, Appraisal rights, Contracts, Deal protection, Lock-up agreements, Mergers & acquisitions, Termination fees
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Director Fiduciary Duty in Insolvency
With businesses focused on the impact of the novel coronavirus (COVID-19) pandemic on current and future liquidity, balance sheet and cash flow concerns, and an expected decline in the level and profitability of business activity in these difficult and uncertain times, in many cases attention has turned to the issue of the duties and responsibilities […]
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In a new study placed on SSRN, Politics and Gender in the Executive Suite, we investigate the relationship of CEOs’ political preferences (as reflected in their political contributions) with the prevalence and compensation of women in leadership positions at U.S. public companies. We find that CEOs who favor the Democratic Party (“Democratic CEOs”) are associated with […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Empirical Research, Executive Compensation, HLS Research
Tagged Boards of Directors, Diversity, Executive Compensation, Executive performance, Executive turnover, Management, Manager characteristics, Political spending
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Insider Trading Risk During the COVID-19 Outbreak
On March 20, 2020, news outlets reported that four U.S. Senators sold millions of dollars in stock following classified briefings to the Senate on the threat of a COVID-19 outbreak. Three days later, the Co-Directors of the Securities and Exchange Commission’s (“SEC”) Division of Enforcement, Stephanie Avakian and Steven Peikin, issued a statement reminding market […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged COVID-19, Information asymmetries, Inside information, Insider trading, Regulation FD, SEC, SEC enforcement, Securities enforcement, Securities regulation
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Planning for the Possibility that the CEO Tests Positive for COVID-19
At least a dozen CEO’s and CFO’s have tested positive for Covid-19 in the past few weeks. Many have chosen to post or email letters to their employees explaining how they are doing, whether they feel well enough to be running the company and if not, who is in charge. The president of Harvard Larry […]
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Posted in Accounting & Disclosure, Practitioner Publications
Tagged COVID-19, Disclosure, Human capital, Management, Regulation FD, Risk, Risk management, Shocks
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The Activism Vulnerability Report Q4 2019
Introduction and Market Update In this Activism Vulnerability Report, FTI has identified the industries that are most susceptible to shareholder activism in the U.S. and Canada according to the Activism Screener’s results. The Activism Vulnerability Report, and the Activism Screener itself, are intended to assist our public company clients and their outside advisors in determining […]
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Posted in Institutional Investors, Mergers & Acquisitions, Practitioner Publications
Tagged COVID-19, Hedge funds, Institutional Investors, Mergers & acquisitions, Shareholder activism
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Corporate Governance Through Exit and Voice
A Clinical Study of Investment Manager Stewardship In a series of previous posts Bebchuk, Cohen and Hirst (discussed on the Forum here, here and here) have argued that investment managers have little incentive to monitor and engage with their portfolio companies. They present evidence collected from public sources to show that index funds in particular […]
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Posted in Academic Research, Empirical Research, ESG, Institutional Investors, International Corporate Governance & Regulation
Tagged Asset management, Engagement, ESG, Exit, Index funds, Institutional Investors, International governance, Stewardship, UK
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Issuance of Equity to the US Government in Exchange for Aid—Considerations for Boards
Amid the growing economic fallout of the COVID-19 pandemic, the White House’s top economic adviser, Larry Kudlow, signaled earlier this month that the Trump Administration was considering taking equity stakes in coronavirus-impacted companies as a condition to providing economic assistance—“equity for a bailout” in the common parlance. Though contrary to established conservative orthodoxy, which has […]
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Posted in Bankruptcy & Financial Distress, Boards of Directors, Practitioner Publications, Securities Regulation
Tagged Bailouts, Bankruptcy, Boards of Directors, CARES Act, Distressed companies, Equity capital, Equity securities, Financial crisis, Ownership, Securities regulation, Stakeholders
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