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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 Christine Davine
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Does Revlon Matter? An Empirical and Theoretical Study
In Does Revlon Matter: An Empirical and Theoretical Study, we examine the effect the seminal case of Revlon v. MacAndrews & Forbes Holdings has on the takeover process. We examine this through a novel M&A dataset of 1,913 transactions from 2003-2017. Our unique dataset contains details of the private merger negotiation process before public deal […]
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Posted in Academic Research, Empirical Research, Mergers & Acquisitions, Securities Regulation
Tagged Acquisition premiums, Delaware articles, Delaware cases, Delaware law, Fairness review, Fiduciary duties, Jurisdiction, Merger litigation, Mergers & acquisitions, Negotiation, Revlon
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CEO Pay Ratio: Leading Indicators of Broader Human Resource Matters?
Now that the CEO pay ratio disclosure requirement has been in place for two proxy seasons, it has demonstrated to be less impactful than some proponents and others may have expected. However, pay ratio disclosure may just be the opening salvo in employee, shareholder, media, and regulators’ demands for additional employee and compensation data. For […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, Executive Compensation, International Corporate Governance & Regulation, Practitioner Publications, Securities Regulation
Tagged Compensation disclosure, Compensation ratios, Disclosure, Executive Compensation, International governance, Management, SEC, Securities regulation, Shareholder proposals, UK
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Individual Director Assessments
Individual director assessments in the United States need an overhaul. The annual board performance assessment, when conducted, tends to rely on director surveys and other self-evaluation tools. But more importantly, companies continue to forgo, or at least forgo reporting, a systematic process that extends beyond the collective performance of the board or its committees to […]
Click here to read the complete postRulemaking Petition on More Restrictive SEC Buyback Rules
Continuing the trend of public attacks on corporate share repurchases in the current political environment, a group of 19 organizations, including the AFL-CIO and Public Citizen, has submitted a rulemaking petition to the SEC requesting elimination of the existing safe harbor protecting public companies from liability for market manipulation under the Exchange Act for compliant […]
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Posted in Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Capital allocation, Repurchases, SEC, SEC rulemaking, Securities regulation, Shareholder primacy, Shareholder value
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The Bad Actor Disqualification Act and Expected Impact on SEC Settlements
Last month, Representative Maxine Waters, Chair of the House Financial Services Committee, introduced a discussion draft of the “Bad Actor Disqualification Act of 2019” (the “Proposed Act”). Similar to proposed legislation Rep. Waters introduced in 2015 and 2017, the effect of the Proposed Act, if passed, would be to dramatically increase the burdens on institutions […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Advanced notice, Investor protection, SEC, SEC enforcement, Securities enforcement, Securities regulation
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Statement on Short-Term/Long-Term Management & Periodic Reporting System
Bill [Hinman] thanks a lot. I’m going to highlight three items to try and kick us off here. First, a thank you to Bill, Coy, Shelley and the other staff from the Division of Corporation Finance for the work you did in hosting today’s roundtable and on a day to day basis. This event demonstrates […]
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Posted in Accounting & Disclosure, Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation
Tagged Accounting, Financial reporting, Investor protection, Long-Term value, Macroeconomics, Short-termism
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Defining Corwin’s Limits
In its October 2015 decision in Corwin v. KKR Financial Holdings, LLC, the Delaware Supreme Court held that, under most circumstances, approval of a transaction by a majority of fully informed, uncoerced stockholders invokes deferential business-judgment-rule review, notwithstanding that absent such approval a heightened level of scrutiny would apply. Where Corwin applies, the result is […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, Corwin, Delaware cases, Delaware law, Disclosure, Liability standards, Merger litigation, Mergers & acquisitions
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Weekly Roundup: July 12-18, 2019
Shareholders and Stakeholders Around the World: The Role of Values, Culture, and Law in Directors’ Decisions Posted by Amir N. Licht (Interdisciplinary Center Herzliya) and Renée B. Adams (University of Oxford), on Friday, July 12, 2019 Tags: Boards of Directors, Corporate culture, Corporate Social Responsibility, ESG, Management, Managerial style, Shareholder primacy, Shareholder value, Social capital, Social contract, Social policies, Stakeholders EVA as a Performance Measure in Executive Incentive […]
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Comment Letter Regarding Earnings Releases and Quarterly Reports
By some accounts, public markets are out of fashion. Detractors point to the long-term trend towards fewer initial public offerings (IPOs) in developed economies, especially the U.S., and the growth of private pools of capital over the past decade, which has largely deprived retail investors of the most significant growth investment opportunities of the past […]
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