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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
Retail, Remedies, Resources and Results: Observations From the SEC Enforcement Division 2018 Annual Report
On November 2, the SEC’s Enforcement Division released its annual report detailing the facts and figures of its enforcement efforts in fiscal year 2018. At first blush, this year’s report looks strikingly similar to those from recent years, as the headline numbers in most categories are nearly indistinguishable from 2015, 2016, and 2017. This consistency may be […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Disgorgement, FCPA, Investor protection, Retail investors, SEC, SEC enforcement, SEC investigations, Securities regulation, Sentencing guidelines, Settlements
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The Effects of CEO Ownership on Total Shareholder Return
As Amazon and Apple hit the $1 trillion valuation mark, there has been some speculation as to which company will be next. Despite reaching a market cap of $1 trillion, Apple and Amazon are very different in terms of CEO ownership stakes. Apple’s Tim Cook owns less than 1% of Apple stock, whereas Jeffrey Bezos of […]
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Posted in Comparative Corporate Governance & Regulation, Executive Compensation, Practitioner Publications
Tagged Compensation ratios, Equity-based compensation, Executive Compensation, Firm performance, Management, Ownership, Shareholder value, TSR
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Weekly Roundup: November 16-22
The Proxy Process Roundtable Posted by Elad L. Roisman, U.S. Securities and Exchange Commission, on Friday, November 16, 2018 Tags: Disclosure, Fund managers, Glass Lewis, Index funds, Institutional Investors, ISS, Proxy advisors, Proxy voting, SEC, Securities regulation, Shareholder proposals, Shareholder voting The Perils of Dell’s Low-Voting Stock Posted by Lucian A. Bebchuk (Harvard Law School) and Kobi Kastiel (Tel Aviv University), on Friday, November 16, 2018 Tags: Agency costs, Charter & […]
Click here to read the complete post“Reasonable Efforts” Clauses in Delaware: One Size Fits All, Unless…
Akorn Found In Vice Chancellor J. Travis Laster’s recent opinion in Akorn, Inc. v. Fresenius Kabi AG, he discusses (on pages 212-216) the general subject of “efforts” clauses in contracts governed by Delaware law. The court’s discussion appears to conclude that, for Delaware contract law purposes, at least among “efforts” clauses that expressly incorporate a “reasonableness” component, […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Acquisition agreements, Contracts, Delaware cases, Delaware law, Merger litigation, Mergers & acquisitions, Termination
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Statement of Record for SEC Roundtable on the Proxy Process
Glass Lewis appreciates the opportunity to submit this statement for the record as part of the SEC Roundtable on the Proxy Process, scheduled to be held on November 15, 2018 (“Roundtable”). Founded in 2003, Glass Lewis is a leading, independent governance services firm that provides proxy research and vote management services to more than 1,300 […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications, Securities Regulation
Tagged Conflicts of interest, Glass Lewis, Institutional Investors, Investment advisers, Proxy advisors, Proxy voting, SEC, Securities regulation, Shareholder voting
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What Happened at the SEC’s Proxy Process Roundtable?
At last week’s proxy process roundtable, three panels, each moderated by SEC staff, addressed three topics: proxy voting mechanics and technology—how can the accuracy, transparency and efficiency of the proxy voting and solicitation system be improved? shareholder proposals—exploring effective shareholder engagement, experience with the shareholder proposal process, and related rules and SEC guidance proxy advisory […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Conflicts of interest, Glass Lewis, Institutional Investors, ISS, Proxy advisors, Proxy voting, Rule 14a-8, SEC, Securities regulation, Shareholder proposals
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Today’s Independent Board Leadership Landscape
Board leadership structures have evolved dramatically over the past 20 years. Today, 92% of S&P 1500 companies have independent board leadership, up from just 10% in 2000. This change corresponds to a rise in independent directors, as well as the continuing separation of chair and CEO roles. Today, 60% of S&P 1500 companies have separate […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged Board composition, Board independence, Board leadership, Boards of Directors, Disclosure, Engagement, Lead directors, Non-executive chairman
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Are CEOs Paid Extra for Riskier Pay Packages?
In a recent paper, my co-authors and I provide empirical evidence that CEO compensation does not fully reflect riskiness in pay packages. Our evidence derives from an examination of the fundamental prediction in the static moral hazard model of Grossman and Hart (1983) that the mean pay and the volatility of pay are positively associated […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research, Executive Compensation
Tagged Behavioral finance, Executive Compensation, Executive performance, Incentives, Management, Moral hazard, Pay for performance, Risk-taking
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Bull or Bear? How the Market Reacts to Data Breach News
[On October 24, 2018], Cathay Pacific Airlines Ltd., the Hong Kong-based international airline, disclosed that a hacker had broken into its computer system and accessed personal information for as many as 9.4 million travelers, representing the world’s largest reported airline data breach to date. Following the announcement, the airline’s shares sank the lowest that they’ve […]
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Posted in Accounting & Disclosure, Practitioner Publications
Tagged Cybersecurity, Disclosure, Information environment, Long-Term value, Market reaction, Risk management, Shareholder value, Stock performance
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