Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation

Best Practices for Disclosing Executive Health Issues

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, January 8, 2020

The death of Oracle CEO Mark Hurd in October has highlighted a longstanding public company dilemma: whether and when to disclose the news that a senior leader has a serious health challenge. Not only is the topic sensitive from a personal and privacy perspective, but there is no specific rule or duty that requires disclosure […]

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The Value Killers

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, January 8, 2020

In a business climate marked by escalating global competition and industry disruption, successful mergers and acquisitions are increasingly vital to the growth and profitability of many companies. Yet research shows most mergers fail—destroying shareholder value and costing companies billions in dollars. Over the decades, multiple studies have shown that most mergers and acquisitions fail to […]

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A Five-Year Review of Discretionary Compensation

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, January 7, 2020

With over US$20 billion paid out in total over the past five years, discretionary compensation has become a systemic compensation issue that needs to be addressed. Since 2014, at least US$3.7 billion has been paid in discretionary compensation to executives in any given year. Not only are the amounts substantial, around 80% of all awards […]

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Corporate Governance for Sustainability Statement

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, January 7, 2020

Introduction The current model of corporate governance needs reform. There is mounting evidence that the practices of shareholder primacy drive company directors and executives to adopt the same short time horizon as financial markets. Pressure to meet the demands of the financial markets drives stock buybacks, excessive dividends and a failure to invest in productive […]

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Proxy Voting Analytics (2016-2019) and 2020 Season Preview

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, January 6, 2020

Proxy Voting Analytics reviews proxy voting data of business corporations registered with the U.S. Securities and Exchange Commission (SEC) that held their annual general shareholder meetings (AGMs) between January 1, 2019, and June 30, 2019, and that were in the Russell 3000 index as of January 2019. Unless specifically noted, the report examines data compiled […]

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Mutual Fund Borrowing Poses Risk to Investors

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, January 6, 2020

Millions of Americans rely on mutual fund investments to pay for their retirement, but mutual funds contain hidden, previously under-appreciated risks. Our new study, forthcoming in the Journal of Empirical Legal Studies, provides evidence that mutual funds borrow in an attempt to improve their performance. But those attempts not only fail to boost average returns, […]

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Undressing the No-Vote Fee

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Sunday, January 5, 2020

A break-up fee payable by a public target company associated with a competing proposal is a near universal feature of public company sales. The fee is typically payable if the target exercises a fiduciary termination right to accept a superior proposal or in a “tail” situation where a competing proposal is completed during a set […]

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The Group Pleading Doctrine Following Janus

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Saturday, January 4, 2020

The “group pleading doctrine” has long been a tool employed in class action securities litigation by plaintiffs seeking to name corporate officers who are otherwise not alleged to have directly made any of the challenged statements. It is widely known that the viability of the doctrine was questioned in the wake of 1995 enactment of […]

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SEC Proposed Proxy Rules Changes—A Risk to Companies, Corporate Political Disclosure and Accountability

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, January 3, 2020

When the Supreme Court eased limits on corporate spending for politics a decade ago, it nonetheless underscored important principles of corporate democracy and political disclosure. Almost a decade since Citizens United, however, the U.S. Securities and Exchange Commission (SEC) is pressing forward with proposed rules changes that would diminish a pillar of corporate democracy and […]

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Automating Securities Class Action Settlements

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, January 3, 2020

Securities class actions, like nearly all class actions in the United States, are ostensibly opt-out lawsuits. Under the opt-out model, individuals who fall within the class definition are automatically members of the class unless they take affirmative steps to opt out. This model is meant to ensure that individuals who do not have the financial […]

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