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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
How Much Do Directors Influence Firm Value?
Every company has a board of directors. Debates rage over whether they do their job; what is the ideal mix of insiders and outsiders, men and women, management and labor; and whether directors are too busy or whether busyness is an outcome of quality. But until now, we have not even been able to answer […]
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Posted in Academic Research, Boards of Directors, Empirical Research
Tagged Board dynamics, Board performance, Boards of Directors, Firm valuation, Market efficiency, Market reaction, Shareholder value, Social networks
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First Successful Use of a Universal Proxy Card for a Control Slate in the United States
On July 10, 2019, shareholders at EQT Corporation (“EQT” or the “Company”) overwhelmingly voted for a control slate of directors nominated by a shareholder group led by Toby Z. Rice, Derek Rice, Will Jordan and Kyle Derham (the “Rice Team”). Interestingly, this proxy contest involved the use of a universal ballot, a first in the […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications
Tagged Boards of Directors, Proxy contests, Securities regulation, Shareholder nominations, Shareholder voting, Universal proxy ballots
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A Banner Proxy Season for Political Disclosure and Accountability
Support for corporate disclosure and accountability reached new highs in the just concluded 2019 proxy season. This was demonstrated in the number of companies agreeing to disclosure and board oversight over the full range of their political spending and in the surge in shareholder support for the Center for Political Accountability’s model resolution. All of […]
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Posted in Accounting & Disclosure, Corporate Social Responsibility, Practitioner Publications
Tagged Accountability, Boards of Directors, Charitable spending, Corporate Social Responsibility, Disclosure, Engagement, Political spending, Securities regulation, Transparency
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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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