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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
Further Thoughts on Elon Musk’s Compensation
Our previous post reported on the $2.6 billion stock option granted earlier this year by Tesla, Inc. (Tesla) to its Chairman and CEO, Elon Musk, representing 12 percent of Tesla shares outstanding on the option grant date (the “Musk Option”). Mr. Musk is one of the founders of Tesla, as described in Tesla’s proxy statements. This […]
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Posted in Boards of Directors, Executive Compensation, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, Delaware law, Elon Musk, Equity-based compensation, Executive Compensation, Management, Securities litigation, Shareholder suits, Tech companies, Tesla
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Weekly Roundup: July 6-12, 2018
Special Purpose Acquisition Companies: An Introduction Posted by Ramey Layne and Brenda Lenahan, Vinson & Elkins LLP, on Friday, July 6, 2018 Tags: Acquisition agreements, Acquisitions, Capital structure, Corporate forms, Disclosure, Form 8-K, IPOs, Mergers & acquisitions, Securities regulation, Special purpose vehicles Metamorphosis: Digital Assets and the U.S. Securities Laws Posted by Robert Crea, Anthony Nolan, Eden Rohrer, K&L Gates LLP, on Saturday, July 7, 2018 Tags: Bitcoin, Blockchain, CFTC, Cryptocurrency, ICOs, Jurisdiction, No-action letters, Rule […]
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July 6, 2018 The Honorable Michael Crapo Chairman Committee on Banking, Housing and Urban Affairs United States Senate Washington, D.C. 20510 The Honorable Sherrod Brown Ranking Member Committee on Banking, Housing and Urban Affairs United States Senate Washington, D.C. 20510 Dear Chairman Crapo and Ranking Member Brown: Thank you for holding the hearing on June […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Legislative & Regulatory Developments, Practitioner Publications
Tagged Boards of Directors, Corporate Governance Reform and Transparency Act, Disclosure, Institutional Investors, Proxy advisors, Proxy voting, Securities regulation, Shareholder voting, US Senate
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Investing for Impact
Investing in the twenty first century is increasingly influenced by the mantra of “doing well by doing good”—the idea that investors can beat the market by targeting socially valuable businesses. Attractive as it may sound, opportunities for “doing well by doing good” must be limited or else businesses would not need special cajoling to allocate […]
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Posted in Academic Research, Corporate Social Responsibility, Empirical Research
Tagged Benefit corporation, Capital formation, Corporate Social Responsibility, ESG, Reputation, Social capital, Sustainability
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Testing the Limits of Morrison
On June 19, 2018, the Court of Appeals for the Second Circuit in Giunta v. Dingman, No. 17-1375-cv, 2018 WL 3028686 (2d Cir. Jun. 19, 2018), reversed and vacated the dismissal of Plaintiffs’ securities fraud complaint concerning a Bahamian resident and his Bahamian company, Out West Hospitality Ltd. (OWH), holding that there were sufficient allegations […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Cross-border transactions, Morrison v. National Australia Bank Ltd., Section 10(b), Securities enforcement, Securities fraud
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Mutual Fund Transparency and Corporate Myopia
Considerable anecdotal and large-sample evidence suggests that pressure from institutional investors to report superior short-run financial performance can hinder investment in innovative projects that hurt short-term profits but generate value in the long run. But what incentivizes institutional investors to place excessive focus on short-run results? In Mutual Fund Transparency and Corporate Myopia (Review of […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, Institutional Investors
Tagged Fund managers, Incentives, Innovation, Institutional Investors, Long-Term value, Mutual funds, Shareholder value, Short-termism, Transparency
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A Fresh Look at Board Committees
In this age of innovation and transformation, today’s board members face increasingly complex challenges in overseeing corporate culture, strategy and risk oversight. The digital revolution has facilitated radical changes in business models and made cybersecurity a strategic business imperative. Intangible assets have become a primary driver of long-term value, making the talent agenda mission-critical. Companies […]
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Posted in Banking & Financial Institutions, Boards of Directors, Practitioner Publications
Tagged Audit committee, Banks, Boards of Directors, Compensation committees, Cybersecurity, Financial institutions, Management, Nominating committees, Oversight, Risk oversight
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The “Hidden” Tax Cost of Executive Compensation
The sweeping tax reform enacted in December 2017 will significantly increase the tax cost of executive compensation in many publicly held corporations where the compensation for each of the top five executives exceeds $1 million. Nonetheless, it is unlikely that these corporations will reduce the executive compensation to offset the increased tax cost, which will […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, Executive Compensation, HLS Research, Securities Regulation
Tagged Compensation disclosure, Disclosure, Executive Compensation, IRS, Proxy materials, Reporting regulation, Section 162(m), Securities regulation, Shareholder rights, Shareholder value, Taxation, Transparency
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The Constitutionality of SEC-Appointed Judges
The Supreme Court’s opinion in Lucia v. SEC, holding that SEC ALJs qualify as Officers of the United States under the Constitution and are therefore subject to the Appointments Clause of the Constitution, is likely to have far-reaching consequences for other federal agencies that rely on ALJs. Any federal agency that appoints ALJs in a […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged ALJs, SEC, SEC enforcement, Securities enforcement, Securities regulation, Supreme Court
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Are Merger Clauses Value Relevant to Target and Bidder Shareholders?
A large financial economics literature has found that shareholders earn significant abnormal returns over the market on announcement of a merger and acquisition transaction. These studies have found that target shareholders earn positive abnormal returns of between 20 percent and 35 percent, whereas bidder shareholders earn zero to small negative abnormal returns. However, every merger […]
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Posted in Academic Research, Empirical Research, HLS Research, Mergers & Acquisitions
Tagged Acquisition agreements, Firm valuation, Market reaction, Merger litigation, Mergers & acquisitions
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