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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
Insider Tax Effects on Acquisition Structure and Value
Whether firms care about shareholder-level taxes is a longstanding question in the academic literature. In the context of acquisitions, target shareholders potentially face capital gains tax liabilities upon the sale of their shares, leading early researchers to predict that investor-level taxes should influence the acquisition price as well as the deal structure (i.e., cash versus […]
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Posted in Academic Research, Empirical Research, Mergers & Acquisitions
Tagged Acquisition premiums, Acquisitions, Capital gains, Deal certainty, Incentives, Mergers & acquisitions, State law, Target firms, Taxation
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What Does the CEO Pay Ratio Data Say About Pay?
Our analysis finds company size as measured by employee count is the primary driver of the CEO Pay Ratio; company revenue and market capitalization are secondary drivers. Deeper analysis uncovers industry trends that may provide companies additional context as they compare their CEO Pay Ratios to those of their peers. Ultimately, despite some interesting trends […]
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Posted in Accounting & Disclosure, Executive Compensation, Practitioner Publications
Tagged Compensation disclosure, Compensation ratios, Dodd-Frank Act, Executive Compensation, Firm performance, Pay for performance
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Shareholder Collaboration
Legal and economics scholars have developed and debated theories of the firm since the groundbreaking work of Ronald Coase in 1937. Two models have come to dominate that discourse. Under the management-power model, the firm is a hierarchical organization, and decision-making power authority belongs to corporate insiders (officers and directors). The competing shareholder-power model de-emphasizes […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Institutional Investors
Tagged Accountability, Agency costs, Information asymmetries, Information environment, Inside information, Institutional Investors, Management, Shareholder power, Transparency
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The MFW Framework and Extensive Preliminary Discussions
MFW provides for judicial review of a merger between a controller and the controlled company under the deferential business judgment rule standard (rather than “entire fairness”) if, among other things, “from the outset of negotiations” (the so-called “ab initio requirement”), the controller conditioned the transaction on approval by both an independent special committee and a […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Private Equity
Tagged Boards of Directors, Controlling shareholders, Delaware cases, Delaware law, Fairness review, Merger litigation, Mergers & acquisitions, Private equity
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Climate-Related Disclosures and TCFD Recommendations
Companies, investors and regulators are increasingly recognising that climate change is not just a social or environmental problem. It is a business problem too. The physical impacts of climate change and the economic impacts of the transition to a zero-carbon economy present foreseeable, and often material, financial risks to the performance and prospects of companies. […]
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Posted in Accounting & Disclosure, Corporate Social Responsibility, Practitioner Publications
Tagged Accountability, Board oversight, Boards of Directors, Climate change, Compliance & ethics, Corporate Social Responsibility, Disclosure, Environmental disclosure, ESG, Risk disclosure, Sustainability
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Board Refreshment: Finding the Right Balance
For the better part of this decade, governance practitioners and investors have paid significant attention to the issue of board refreshment. Their primary concern is that a stale board—one that has not added new members for many years—may become complacent, whereby a lack of independence, new perspectives, and diversity could pose significant risks in relation […]
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Posted in Boards of Directors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Board composition, Board oversight, Board performance, Board tenure, Board turnover, Boards of Directors, Engagement, Firm performance, International governance, Long-Term value
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The Appraisal Landscape
Two new Delaware appraisal decisions—Blueblade Capital Opportunities, L.P. v. Norcraft Inc. (July 27, 2018) and In re Appraisal of Solera, Inc. (July 30, 2018)—should further discourage appraisal claims in the context of arm’s-length mergers. In Norcraft, the Court of Chancery relied on a DCF analysis, while looking to the deal price as a “reality check,” […]
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Posted in Accounting & Disclosure, Court Cases, Mergers & Acquisitions, Practitioner Publications, Private Equity
Tagged Appraisal rights, Bidders, Conflicts of interest, Delaware cases, Delaware law, Fair values, Go-shop, In re Appraisal of Dell, Merger litigation, Mergers & acquisitions, Private equity
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Weekly Roundup: August 24–30, 2018
High-Quality Sales Processes and Appraisal Proceedings Posted by Jason Halper, Ellen Holloman, and Joshua Apfelroth, Cadwalader, Wickersham & Taft LLP, on Friday, August 24, 2018 Tags: Appraisal rights, Boards of Directors, Delaware cases, Delaware law, Fairness review, Go-shop, In re Appraisal of Dell, In re Appraisal of DFC Global, Market efficiency, Merger litigation, Mergers & acquisitions, Reliance Awakening Governance: ACGA China Corporate Governance Report 2018 Posted by Jamie […]
Click here to read the complete postRemarks on Capital Formation at the Nashville 36|86 Entrepreneurship Festival
Thank you Charlie for that kind introduction. I am delighted to participate in the 36|86 Entrepreneurship Festival here in Nashville, Tennessee. I would like to speak for about 25 minutes about key capital formation initiatives at the SEC. After my remarks, I will be joined by Bill Hinman, the Director of the SEC’s Division of […]
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Posted in Accounting & Disclosure, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Capital formation, Cryptocurrency, Disclosure, FAST Act, ICOs, Investor protection, IPOs, Public firms, SEC, Securities regulation
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Supreme Court Nominee and the Derivative Suit
In an opinion from 2008, Judge Kavanaugh, writing for the U.S. Court of Appeals for the District of Columbia, offered a rare glimpse into his views on the demand requirement in derivative litigation under Delaware law, and hinted in dicta that he may be open to reevaluating the legal standard for reviewing a dismissal of […]
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Posted in Boards of Directors, Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Accounting standards, Board independence, Boards of Directors, Delaware cases, Delaware law, Derivative suits, Executive Compensation, Liability standards, Shareholder suits, Supreme Court
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