-
Supported By:
Subscribe or Follow
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
Weekly Roundup: February 1-7, 2019
Potential Changes to Fund of Funds Arrangements Posted by Thomas Hiller, Brian McCabe, and Edward Baer, Ropes & Gray LLP, on Friday, February 1, 2019 Tags: Exchange-traded funds, Investment advisers, Investment Advisers Act, Investor protection, Risk management, SEC, SEC rulemaking, Section 12(d), Securities regulation The Latest on Proxy Access Posted by Holly J. Gregory, Rebecca Grapsas and Claire Holland, Sidley Austin LLP, on Friday, February 1, […]
Click here to read the complete postAmicus Brief of Law and Finance Professors in Verition Partners v. Aruba Networks
In Verition Partners Master Fund Ltd. v. Aruba Networks, Inc., the Delaware Court of Chancery appraised the “fair value” of Aruba’s shares as their average market price during the 30 days prior to the announcement of Aruba’s merger with HP. The Court’s fair-value determination was not only 31% below the merger price, but also below […]
Click here to read the complete post
Posted in Academic Research, Court Cases, Mergers & Acquisitions, Securities Litigation & Enforcement
Tagged Appraisal rights, Delaware cases, Delaware law, Market efficiency, Merger litigation, Mergers & acquisitions
Comments Off on Amicus Brief of Law and Finance Professors in Verition Partners v. Aruba Networks
SEC Scrutiny of Non-GAAP Financial Measures
Since 2003, when the SEC first adopted rules regarding the use of non-GAAP financial measures, there has been a constant tension between the utility of these measures and their potential to mislead investors. In recent years, the use of non-GAAP measures in public company filings has significantly increased, as has the discrepancy between these measures […]
Click here to read the complete post
Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Accounting, Accounting standards, Board oversight, Boards of Directors, Compliance and disclosure interpretation, Financial reporting, GAAP, SEC, SEC enforcement, Securities enforcement, Securities regulation
Comments Off on SEC Scrutiny of Non-GAAP Financial Measures
The Long View: The Role of Shareholder Proposals in Shaping U.S. Corporate Governance (2000-2018)
Over the past three decades, shareholder proposals have transformed the corporate landscape in the U.S. by spurring the adoption of governance best practices. Annual director elections, majority vote rules for director elections, shareholder approval for poison pills, and proxy access bylaws are some of the critical governance practices that have become common practice thanks to […]
Click here to read the complete post
Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Engagement, ESG, Institutional Investors, Institutional voting, Mergers & acquisitions, Proxy access, Proxy voting, Shareholder proposals, Shareholder rights, Shareholder voting
Comments Off on The Long View: The Role of Shareholder Proposals in Shaping U.S. Corporate Governance (2000-2018)
S&P 500 CEO Compensation Increase Trends
CEO pay continues to be an extensively discussed topic in the media, in the boardroom, and among investors and proxy advisors. CEO total direct compensation (TDC; base salary + actual bonus paid + grant value of long-term incentives [LTI]) has increased at a moderate pace in recent years—in the 2-6% range for 2011-2016. However, CEO […]
Click here to read the complete post
Posted in Executive Compensation, Practitioner Publications
Tagged Bonuses, Equity-based compensation, Executive Compensation, Firm performance, Incentives, Management, Pay for performance, Shareholder value
Comments Off on S&P 500 CEO Compensation Increase Trends
The Wells Fargo Cross-Selling Scandal
Recently, attention has been paid to corporate culture, “tone at the top,” and the impact that these have on organizational outcomes. While corporate leaders and outside observers contend that culture is a critical contributor to employee engagement, motivation, and performance, the nature of this relationship and the mechanisms for instilling the desired values in employee […]
Click here to read the complete post
Posted in Academic Research, Banking & Financial Institutions, Boards of Directors, Financial Regulation
Tagged Banks, Board oversight, Compliance & ethics, Corporate crime, Corporate culture, Corporate fraud, Financial institutions, Financial regulation, Management, Misconduct, Oversight, Reputation, Wells Fargo
Comments Off on The Wells Fargo Cross-Selling Scandal
In Corporations We Trust: Ongoing Deregulation and Government Protections
Several administration priorities are endangering financial markets by reducing corporate accountability and transparency. Nearly two years into the Trump presidency, extensive deregulation is raising risks for investors. Several of the administration’s priorities are endangering financial markets by reducing corporate accountability and transparency. SEC enforcement actions under the Administration continue to lag previous years. The Trump […]
Click here to read the complete post
Posted in Accounting & Disclosure, Banking & Financial Institutions, Financial Regulation, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Banks, Deregulation, Dodd-Frank Act, Donald Trump, Financial institutions, Financial regulation, Investment advisers, Investor protection, Reporting regulation, SEC, SEC enforcement, Securities fraud, Securities regulation
Comments Off on In Corporations We Trust: Ongoing Deregulation and Government Protections
Missing Pieces Report: The 2018 Board Diversity Census of Women and Minorities on Fortune 500 Boards
Key Findings A critical need for inclusive leadership, the shifting US demographics, and investor pressure in the United States have increased the focus on diversity in the c-suite and on public company boards. As demographics and buying power in the United States become increasingly more diverse, forward-thinking boards are determining ways to gain more diversity […]
Click here to read the complete post
Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged Board composition, Board dynamics, Board performance, Board turnover, Boards of Directors, Diversity, Surveys
Comments Off on Missing Pieces Report: The 2018 Board Diversity Census of Women and Minorities on Fortune 500 Boards
Executive Compensation, Corporate Governance, and Say on Pay
In our monograph Executive Compensation, Corporate Governance, and Say on Pay, we provide a comprehensive summary and survey of the theoretical and empirical literature on Say on Pay. In the first part of the monograph, we study theoretically how a poor governance structure affects the level and structure of executive pay and identify conditions under […]
Click here to read the complete post
Posted in Academic Research, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Empirical Research, Executive Compensation, Securities Regulation
Tagged Agency costs, Boards of Directors, Executive Compensation, Incentives, Information environment, Management, Market reaction, Moral hazard, Pay for performance, Say on pay, Shareholder value, Shareholder voting
Comments Off on Executive Compensation, Corporate Governance, and Say on Pay
Internal Forecasts and M&A
Uncertainties about the near and long-term future of companies at which boards are considering strategic alternatives will result in significant impediments to the ability of management teams to produce internal forecasts upon which boards may rely in good faith to support their duty of care when choosing a strategic alternative. Often a company considering selling […]
Click here to read the complete post
Posted in Accounting & Disclosure, Boards of Directors, Mergers & Acquisitions, Practitioner Publications
Tagged Acquisitions, Boards of Directors, Change in control, Duty of care, Financial reporting, Firm performance, Forecasting, Long-Term value, Management, Mergers & acquisitions, Target firms
Comments Off on Internal Forecasts and M&A