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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
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Federal FinTech Bank Charters
On July 31, the Office of the Comptroller of the Currency (OCC) announced that it will begin accepting applications for limited-purpose national bank charters formed to provide nondepository financial technology, or “fintech,” bank products and services. The federal charter will largely allow fintech businesses to operate nationwide under a single set of national standards, without […]
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Posted in Banking & Financial Institutions, Financial Regulation, Practitioner Publications
Tagged Banks, Capital requirements, Charter & bylaws, Deposit insurance, Financial institutions, Financial regulation, Financial technology, Liquidity, OCC, Risk management, State law
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Shareholder Vote on Golden Parachutes: Determinants and Consequences
Since the 1980s, the federal government has repeatedly attempted to influence pay-setting for top managers at public companies. Most recently, Congress and the SEC have attempted to amplify the voice of public company shareholders on executive compensation by requiring advisory shareholder votes. These two interventions, known as “Say-on-Pay” and “Say-on-Golden-Parachute,” were promulgated under the Dodd-Frank […]
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Posted in Academic Research, Corporate Elections & Voting, Executive Compensation, Mergers & Acquisitions, Securities Regulation
Tagged Change in control, Dodd-Frank Act, Executive Compensation, Golden parachutes, Management, Mergers & acquisitions, Proxy advisors, Say on pay, Securities regulation, Shareholder voting, Takeover defenses
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Taking Stock: Share Buybacks and Shareholder Value
Executive Summary Share buybacks have become the favored means for distributing cash to investors among large-cap S. companies, exceeding cash dividends every year since 1997 at 388 of the 610 companies (63.6%) we studied. A majority of the companies we observed bought back shares when prices were high rather than low, as buybacks have replaced […]
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Posted in Accounting & Disclosure, Comparative Corporate Governance & Regulation, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Capital allocation, Capital expenditures, Dividends, Equity-based compensation, ESG, Executive Compensation, Index funds, Institutional Investors, Long-Term value, R&D, Repurchases, Shareholder value, Short-termism
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Corporate Governance; Stakeholder Primacy; Federal Incorporation
Senator Elizabeth Warren has introduced legislation to make all corporations with $1,000,000,000 of annual revenue subject to Federal corporate governance (by requiring them to be chartered as a United States corporation). The Bill rejects shareholder primacy and embraces stakeholder governance; not less than 40% of the directors to be elected by the employees. The Federal charter would […]
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Posted in Boards of Directors, Corporate Social Responsibility, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Accountability, Boards of Directors, Corporate Social Responsibility, Federalism, Political spending, Shareholder primacy, Stakeholders, State law, Takeovers, US Senate
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Weekly Roundup: August 10-16, 2018
SEC Concept Release on Compensatory Offerings Posted by Laura D. Richman, Robert F. Gray, Jr. and Michael L. Hermsen, Mayer Brown LLP, on Friday, August 10, 2018 Tags: Capital formation, Disclosure, Equity offerings, Equity-based compensation, Form S-8, IPOs, Registration statements, Rule 701(e), SEC, Securities Act, Securities regulation, Stock options Shedding the Status of Bank Holding Company Posted by V. Gerard Comizio and Nathan S. Brownback, Fried, Frank, Harris, […]
Click here to read the complete postThe Misplaced Focus of the ISS Policy on NOL Poison Pills
Since 2009, Institutional Shareholder Services, Inc. (“ISS”) has differentiated between traditional poison pills used to protect against unsolicited takeovers and other coercive transactions and NOL poison pills used to protect and preserve a company’s tax assets, primarily tax operating loss carryforwards. According to ISS’ most recent published proxy voting manual, ISS’ voting policy applicable to […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Entrenchment, Institutional Investors, ISS, Mergers & acquisitions, Poison pills, Shareholder activism, Shareholder voting, Takeover defenses
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Self-Dealing Without a Controller
On July 26, 2018, Vice Chancellor Glasscock of the Delaware Court of Chancery denied in part and granted in part Defendants’ motion to dismiss in Sciabacucchi v. Charter Communications Corporation et al. We discussed the Court’s prior ruling in this action here. In brief, the action challenged certain transactions between Charter Communications, Inc. and its […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, Conflicts of interest, Controlling shareholders, Corwin, Delaware cases, Delaware law, Derivative suits, Fairness review, Merger litigation, Mergers & acquisitions, Securities litigation, Shareholder suits
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Urban Vibrancy and Firm Value Creation
Financial economists have long been interested in the reasons some organizations create more value than others. One common measure takes the difference between a firm’s market value and the replacement cost of its assets, under the notion that when management adds little value, the firm should be worth approximately the value of its plants, equipment, […]
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Posted in Academic Research, Empirical Research
Tagged Accounting, Firm valuation, Human capital, Labor markets, Shareholder value, Social capital, Tech companies
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