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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
Corporate Distress, Credit Default Swaps, and Defaults: Information and Traditional, Contingent, and Empty Creditors
Although securities regulators, practitioners, and academics have made vast efforts to ensure a robust informational foundation for investors, informational asymmetries associated with companies in financial distress, but not in bankruptcy, have received little attention. My article, Corporate Distress, Credit Default Swaps, and Defaults: Information and Traditional, Contingent, and Empty Creditors (forthcoming in the Brooklyn Journal […]
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Posted in Academic Research, Bankruptcy & Financial Distress, Derivatives, Securities Regulation
Tagged Bankruptcy, Credit default swaps, Debtor-creditor law, Derivatives, Distressed companies, Hedge funds, Information asymmetries, Information environment, Market efficiency, Securities regulation
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Top 10 Topics for Directors in 2019
1. Corporate Culture The corporate culture of a company starts at the top, with the board of directors, and directors should be attuned not only to the company’s business, but also to its people and values across the company. Ongoing and thoughtful efforts to understand the company’s culture and address any issues will help the […]
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Posted in Boards of Directors, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged #MeToo, Board composition, Boards of Directors, Corporate culture, Cybersecurity, Diversity, SEC, SEC enforcement, Securities enforcement, Securities regulation, Shareholder activism, Tax Cuts and Jobs Act
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Post-Closing Merger Litigation—The Road Ahead
In a recent series of landmark decisions, the Delaware Supreme Court has constructed an orderly doctrinal framework designed to reduce wasteful post-closing merger litigation. These cases recognize that the market’s judgment is usually sound and that the costs of intensive litigation regarding transactions approved by informed and self-interested stockholders generally outweigh the benefits. A compelling […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Corwin, Delaware cases, Delaware law, Dell, In re Appraisal of DFC Global, Merger litigation, Mergers & acquisitions, MFW, Securities litigation, Settlements, Shareholder suits, Shareholder value
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Electronic Proxy Statement Dissemination and Shareholder Monitoring
This study examines the effects of electronic dissemination of proxy statements on the monitoring of company management by retail investors, as well as strategic decisions by management regarding how proxy statements are disseminated. Retail investors are an economically important group, and regulators have sought to increase their participation in corporate governance decisions. One way that […]
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Posted in Academic Research, Boards of Directors, Corporate Elections & Voting, Empirical Research, International Corporate Governance & Regulation
Tagged Canada, International governance, Management, Oversight, Proxy disclosure, Proxy materials, Proxy voting, Retail investors, Shareholder meetings, Shareholder value, Shareholder voting
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Financial Institutions Developments
The opening trading days of 2019 mostly continued the whipsaw pattern of late 2018, with large declines followed by large gains, each seemingly prompted by a bit of news and viewed as overreactions with the benefit of hindsight. In markets dominated by algorithmic trading, the fundamentals of individual companies have very little to do with […]
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Posted in Banking & Financial Institutions, Boards of Directors, Corporate Elections & Voting, Mergers & Acquisitions, Practitioner Publications
Tagged Acquisition agreements, Acquisition premiums, Bank boards, Banks, Deal protection, Financial institutions, Merger litigation, Mergers & acquisitions, Termination fees
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2019 Proxy Letter—Aligning Corporate Culture with Long-Term Strategy
As one of the world’s largest investment managers, we engage with companies in our investment portfolios as part of our fiduciary responsibility to maximize the probability of attractive long-term returns for our clients. Unlike our active investment strategies where we can sell a company’s stock when we disagree with management, in our index-based strategies we […]
Click here to read the complete postMergers and Acquisitions—2019
As a whole, 2018 proved to be another strong year for M&A. Total deal volume reached almost $4.2 trillion globally, higher than the $3.7 trillion volume of 2017, but still less than the record of over $5 trillion set in 2015. Deals involving U.S. targets totaled over $1.7 trillion, compared to approximately $1.5 trillion in […]
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Posted in Banking & Financial Institutions, Institutional Investors, International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications, Private Equity, Securities Regulation
Tagged Acquisition premiums, Acquisitions, Antitrust, Delaware cases, Delaware law, Financial institutions, Leveraged acquisitions, Market conditions, Mergers & acquisitions, Private equity, SEC, Securities regulation, Shareholder activism, Taxation
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Transparency in Corporate Groups
This Article addresses a remarkable blind spot in American law: the failure to apply the well-established principles of secured credit to prevent inefficiency, confusion, and fraud in the manipulation of the webs of subsidiaries within corporate groups. In particular, “asset partitioning” has been a fashionable subject in which the central problem of non-transparency has been […]
Click here to read the complete postAvoiding the Cliff: The Great Recession and Today’s Economy
Now in its 10th year, the current economic expansion is the second longest in American history, and the sustained economic growth has begot a strong economy; Gross Domestic Product will grow well above three percent in 2018, unemployment is below four percent, and wage growth is exceeding (modest) inflation. Yet it pays to be cautious. […]
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Posted in Banking & Financial Institutions, Financial Crisis, Financial Regulation, International Corporate Governance & Regulation, Practitioner Publications, Securities Regulation
Tagged Bailouts, Banks, Federal Reserve, Financial crisis, Financial institutions, Financial regulation, Housing market, International governance, Mortgage lending, Securities regulation
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Corporate Governance Failures and Interim CEOs
Appointing an Interim CEO? Not surprising if you failed the corporate governance test Interim CEOs are appointed by boards with shorter tenure. Board members who appoint interim CEOs have served their companies for fewer years as compared to those appointing permanent ones. This might imply lack of experience, therefore poor management. Alternatively, tenured directors might be […]
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Posted in Accounting & Disclosure, Practitioner Publications
Tagged Accounting, Earnings management, Executive turnover, Firm performance, Management, Succession
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