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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
Micro(structure) before Macro?
In our article, Micro(structure) before Macro? The Predictive Power of Aggregate Illiquidity for Stock Returns and Economic Activity (Journal of Financial Economics, 2018, 130 (1), pp. 48-73), we provide new, relatively comprehensive empirical evidence concerning the predictive content of aggregate illiquidity for stock returns and macroeconomic activity. Liquidity conditions in securities markets fluctuate over time, […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research
Tagged Equity securities, Forecasting, Liquidity, Macroeconomics, Market efficiency, Stock returns
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UN Sustainable Development Goals—The Leading ESG Framework for Large Companies
Davis Polk’s series on environmental, social and governance (“ESG”) developments continues with this article on the United Nations (“UN”) Sustainable Development Goals (“SDGs”), 17 ESG goals which aim to create, by 2030, a “world free of poverty, hunger, disease and want, where all life can thrive.” Davis Polk’s series began with articles earlier this summer […]
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Posted in Accounting & Disclosure, Corporate Social Responsibility, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Corporate Social Responsibility, Disclosure, Environmental disclosure, ESG, Human rights, Institutional Investors, International governance, Sustainability, United Nations
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Are Active Mutual Funds More Active Owners than Index Funds?
Recent literature has taken the view that the stewardship decisions of actively managed investment funds are generally superior to those of index funds. Indeed, one recent article believes that index fund stewardship is so inferior that index fund managers should be precluded from voting (Lund 2018). In an ongoing research project, which builds on the […]
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Posted in Academic Research, Accounting & Disclosure, Corporate Elections & Voting, Empirical Research, HLS Research, Institutional Investors
Tagged Agency costs, Disclosure, Fund managers, Fund performance, Incentives, Index funds, Institutional Investors, Mutual funds, Ownership, Shareholder activism, Shareholder value, Shareholder voting, Stewardship
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2019 Proxy and Annual Reporting Season: Let the Preparations Begin
It is already that time of year when public companies should be thinking about the 2019 proxy and annual reporting season. Advance planning greatly contributes to a successful proxy season, culminating with the annual meeting of shareholders. This post highlights issues of importance to the upcoming 2019 proxy season, including: Pay Ratio Say-on-Pay Compensation Litigation […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Cybersecurity, ESG, Institutional Investors, Proxy advisors, Proxy disclosure, Proxy season, Say on pay, Securities regulation, Shareholder proposals, Shareholder voting
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2018 Q2 Gender Diversity Index
For a third consecutive quarter, the Equilar Gender Diversity Index (GDI) increased. The percentage of women on Russell 3000 boards increased from 16.9% to 17.7% between March 31 and June 30, 2018. This acceleration moved the needle, pushing the GDI to 0.35, where 1.0 represents parity among men and women on corporate boards. One of […]
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Posted in Boards of Directors, Corporate Social Responsibility, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Board composition, Boards of Directors, California, Corporate Social Responsibility, Director nominations, Diversity, Engagement, Institutional Investors, Securities regulation
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Private Equity Buyer/Public Target M&A Deal Study: 2015-17 Review
In this post, we survey private equity buyer acquisitions of U.S. public companies from 2015 to 2017. Focusing on key terms in middle- and large-market acquisitions valued at over $100 million, we also compare our findings with our previous analysis of transactions from 2013 to 2014. The complete publication identifies key market practices and deal […]
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Posted in Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Deal protection, Go-shop, Mergers & acquisitions, Private equity, Public firms, Termination fees
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The Rise of the Working Class Shareholder
In my recently published book, The Rise of the Working Class Shareholder: Labor’s Last Best Weapon (Harvard University Press 2018), I tell the story of a largely invisible group of activists who have learned to use the shareholder power of public pension funds and labor union funds to advance the interests of their worker-contributors. I […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Institutional Investors, Securities Regulation
Tagged AFL-CIO, Class actions, ERISA, Fiduciary duties, Fund performance, Institutional Investors, Labor markets, Pension funds, Retail investors, Securities regulation, Shareholder activism, Shareholder suits, Shareholder voting
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A Tale of Two Earnouts
Earnouts, while often used to bridge valuation differences during negotiation of an agreement to sell a company, frequently lead to post-closing disputes. Two Court of Chancery decisions issued earlier this year highlight pitfalls associated with the period during which an earnout is measured (the “Earnout Period”). In Edinburgh Holdings, Inc. v. Education Affiliates, Inc. (June […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Covenants, Delaware cases, Delaware law, Earnouts, Merger litigation, Mergers & acquisitions
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Statement Regarding Agreed Settlements with Elon Musk and Tesla
[September 29, 2018], the Commission announced agreed settlements with Elon Musk and Tesla. Mr. Musk is the Chairman and CEO of Tesla and is the company’s largest stockholder, owning approximately 22% of its outstanding shares. The details of the agreed settlements, which remain subject to court approval, are available here. This matter has been widely […]
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Posted in Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation
Tagged Elon Musk, Misconduct, Rule 10b-5, SEC enforcement, Securities enforcement, Securities fraud, Settlements, Tesla
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Public Short Selling by Activist Hedge Funds
The last two decades have seen a dramatic increase in the prominence and influence of activist hedge funds. Academic research on activists largely focuses on their long positions and whether they are associated with improved firm outcomes (e.g., Brav, Jiang, Partnoy, and Thomas, 2008; Bebchuk, Brav, and Jiang, 2015). However, recent years have seen a […]
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Posted in Academic Research, Accounting & Disclosure, Corporate Elections & Voting, Empirical Research, Securities Litigation & Enforcement
Tagged Disclosure, Firm performance, Hedge funds, Information environment, Long-Term value, Securities regulation, Shareholder activism, Short sales, Stakeholders, Voluntary Disclosure
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