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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
As Luck Would Have It: Executive Compensation at Energy Companies
Fortunes are made and lost every year as oil prices rise and fall, impacting the macroeconomy, the stock market, investment, and of course the value of oil and gas firms (Hamilton, 2009; Kilian and Park 2009; Baumeister and Kilian, 2016). What happens to the fortunes of the leaders of those oil and gas firms? In […]
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Posted in Academic Research, Boards of Directors, Empirical Research, Executive Compensation
Tagged Agency costs, Board independence, Boards of Directors, Compensation guidelines, Executive Compensation, Incentives, Management, Pay for performance, Rent-seeking, Shareholder value
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Saying So Long to State Court Securities Litigation
When Congress enacted the Securities Exchange Act of 1934, providing for federal regulation of securities traded on the public markets, it took the opportunity to consider conforming amendments to the sister statute regulating initial public offerings it had enacted the year before, the Securities Act of 1933. One such amendment would have done away with […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Class actions, Exchange Act, Federalism, IPOs, Jurisdiction, PSLRA, SEC, Section 10(b), Securities Act, Securities litigation, Securities regulation, State law
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Preventing the Destruction of Shareholder Value in M&A Transactions
The interests of shareholders are too often subjugated to those of interested parties. This circumstance has resulted in the transference of significant value from the rightful owners, the shareholders, to those unentitled. Institutional fund managers have undertaken commendable initiatives toward improving compliance with environmental, social and governance (“ESG”) principles at their investee companies but structural […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Mergers & Acquisitions, Practitioner Publications
Tagged Board independence, Board monitoring, Boards of Directors, Conflicts of interest, Engagement, Index funds, Institutional Investors, Mergers & acquisitions, Shareholder value, Shareholder voting
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US Corporate Governance: Turning Up the Heat
U.S. public companies face a wide array of challenges, from greater market volatility and increasing economic and geopolitical uncertainty to disruptive technologies, artificial intelligence, social media and cybersecurity incidents The new year also began with a shutdown of the federal government and a divided government, reflecting deep societal schisms on numerous and varied questions that […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Social Responsibility, Institutional Investors, Practitioner Publications
Tagged Board composition, Boards of Directors, Corporate culture, Corporate Social Responsibility, Cybersecurity, Disclosure, Engagement, ESG, Institutional Investors, Risk, Shareholder proposals
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Stablecoins
With the value of cryptocurrencies fluctuating on an almost daily basis, there has been an increased focus on creating a cryptoasset which can be transferred digitally but also crucially benefits from stability and trust. Such an asset is known in the industry as a “stablecoin”, and over recent months, this latest innovation has seen a […]
Click here to read the complete postIndustry as Peer Group Criterion
Regarding the process of benchmarking executive compensation, the SEC has detailed requirements for companies to disclose their peer group companies with appropriate justification. Peer group analysis has become a key step to ensure competitive pay practice. However, selecting which companies to consider as “peers” can be a difficult process for many, especially for companies that […]
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Posted in Accounting & Disclosure, Executive Compensation, Practitioner Publications, Securities Regulation
Tagged Compensation disclosure, Executive Compensation, Pay for performance, Peer groups, Say on pay, SEC, Securities regulation
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Good Faith, Fair Dealing, and Exit Provisions
The Delaware Supreme Court recently overruled a Court of Chancery opinion that had relied on the covenant of good faith and fair dealing to allow the minority owners in a joint venture to force an exit transaction. In its opinion, the Delaware Supreme Court offered useful guidance for parties seeking to draft joint venture exit […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Private Equity, Securities Litigation & Enforcement
Tagged Covenants, Delaware cases, Delaware law, Duty of good faith, LLCs, Merger litigation, Mergers & acquisitions, Minority shareholders, Private equity
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Remarks to SEC Investor Advisory Committee
Thank you, Anne [Sheehan] and the Committee for the invitation to join your call today. I appreciate your scheduling flexibility and look forward to our next in person meeting. I will start with a few words about disclosure requirements as well as today’s topics—human capital and proxy plumbing—to give you a sense of how I […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, Practitioner Publications, Securities Regulation, Speeches & Testimony
Tagged Disclosure, GAAP, Human capital, Information environment, Long-Term value, Proxy plumbing, Proxy voting, Regulation S-K, SEC, Securities regulation
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Public Markets for the Long Term: How Successful Listed Companies Thrive
By some accounts, public markets are out of fashion. Detractors point to the decline of IPOs in developed economies and the growth of private capital pools over the last few years. But these trends tell only one side of the story. Private markets are doing well, but their success does not suggest the decline of […]
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Posted in Accounting & Disclosure, Boards of Directors, Comparative Corporate Governance & Regulation, Practitioner Publications
Tagged Accounting, Board composition, Board dynamics, Board performance, IPOs, Long-Term value, Public firms, Short-termism, Tech companies, Venture capital firms
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Securities Class Action Filings—2018 Year in Review
Executive Summary Securities class action activity remained at near record levels for both core and M&A filings. Driven by a large number of mega filings, market capitalization losses surpassed $1 trillion. Last year also saw more companies on U.S. exchanges facing a greater threat of securities litigation than in any previous year. Number and Size […]
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Posted in International Corporate Governance & Regulation, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Class actions, International governance, Merger litigation, Mergers & acquisitions, Securities enforcement, Securities fraud, Securities litigation, U.S. federal courts
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