-
Supported By:
Subscribe or Follow
HLS Faculty & Senior Fellows
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
The Main Street Investors Coalition is an Industry-Funded Effort to Cut Off Shareholder Oversight
Here’s a tip from a long-time Washington DC lawyer: the more folksy or patriotic the name of the group, the more likely that it is funded by people who are promoting exactly the opposite of what it is trying to pretend to be. And thus we have the Main Street Investors Coalition, which bills itself as […]
Click here to read the complete post
Posted in Accounting & Disclosure, Corporate Elections & Voting, Corporate Social Responsibility, Institutional Investors, Practitioner Publications
Tagged Disclosure, Environmental disclosure, ESG, Index funds, Institutional Investors, Long-Term value, Oversight, Proxy voting, Retail investors, Shareholder proposals, Shareholder voting
2 Comments
Board Ready: Shareholder Activism, Corporate Governance and the Hunt for Long-Term Value
As the spotlight on boards, management teams, corporate performance and governance intensifies, as articles like the Bloomberg and Fortune profiles of Elliott Management (“The World’s Most Feared Investor—Why the World’s CEOs Fear Paul Singer” and “Whatever It Takes to Win—How Paul Singer’s Hedge Fund Always Wins”) and other activist investors become required reading in every […]
Click here to read the complete postMarking to Market Versus Taking to Market
Accounting statements are the primary source of verified information that firms provide to their stakeholders, and therefore an important ingredient of corporate governance. Accounting measurements are in particular explicit inputs in executive compensation contracts, debt covenants, and regulations such as prudential rules for financial institutions. They also play a more implicit but pervasive role in […]
Click here to read the complete post
Posted in Academic Research, Accounting & Disclosure, Empirical Research
Tagged Accounting, Agency costs, Contracts, Fair values, Information environment, Market efficiency, Signaling
Comments Off on Marking to Market Versus Taking to Market
Stock Buyouts and Corporate Cashouts
Thank you so much, Neera, for that very kind introduction. I’ve long admired all that you and everyone here at the Center for American Progress do to promote a progressive economic agenda. And I share your commitment to making sure our markets are safe and efficient—and fair for all Americans. So it’s a real honor […]
Click here to read the complete post
Posted in Executive Compensation, Practitioner Publications, Securities Regulation, Speeches & Testimony
Tagged Executive Compensation, Long-Term value, Repurchases, SEC, Securities regulation, Shareholder value, Taxation
Comments Off on Stock Buyouts and Corporate Cashouts
Rolling Back the Dodd-Frank Reforms
On May 24, 2018, President Trump signed into law the Economic Growth, Regulatory Relief, and Consumer Protection Act (the “Act”), marking the first set of much anticipated roll-backs of the Dodd-Frank Act of 2010. Although heralded in the media as a dramatic step away from regulatory reforms introduced by Dodd-Frank, the changes included in the […]
Click here to read the complete post
Posted in Banking & Financial Institutions, Financial Regulation, Practitioner Publications, Securities Regulation
Tagged Banks, Capital requirements, Dodd-Frank Act, Financial institutions, Financial reform, Financial regulation, Liquidity, Systemic risk, Volcker Rule
Comments Off on Rolling Back the Dodd-Frank Reforms
Index Fund Stewardship
In an article published in the American Economic Association’s Journal of Economic Perspectives, The Agency Problems of Institutional Investors (Bebchuk, Cohen and Hirst (2017) or “BCH”), we put forward and applied an analytical framework for understanding the monitoring and engagement decisions made by index funds. (Our article also extend the framework to actively managed funds). In light of […]
Click here to read the complete postLegislative Threat to Shareholder Rights
Shareholder rights are once again under legislative threat. Introduced May 10, HR 5756 would require the SEC to adjust resubmission thresholds for shareholder proposals. The language mirrors that of the Financial CHOICE Act in calling for substantial increases to the level of support required for proposals to stay on the ballot: the threshold for first-year […]
Click here to read the complete post
Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, CHOICE Act, Corporate Governance Reform and Transparency Act, Corporate Social Responsibility, ESG, Institutional Investors, Proxy access, Proxy advisors, Securities regulation, Shareholder proposals, Shareholder voting, US House
Comments Off on Legislative Threat to Shareholder Rights
Implementation of MFW Standard in New York
In another significant M&A decision from the New York Supreme Court, the controlling stockholder of a Delaware corporation failed to obtain judicial deference under the so-called “MFW” framework for its merger with the corporation. The MFW framework allows a controlling stockholder transaction that would otherwise be subject to the difficult entire fairness standard of judicial review in […]
Click here to read the complete post
Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, Controlling shareholders, Delaware cases, Delaware law, Fairness review, Merger litigation, Mergers & acquisitions, New York, State law
Comments Off on Implementation of MFW Standard in New York
Cost of Experimentation and the Evolution of Venture Capital
The introduction of cloud computing services in the mid 2000s was a fundamental technological shift that has also had an impact on the financing landscape for Internet and web-based startups. A key benefit of cloud computing for such startups is the ability to “rent” hardware space in small increments and scale up as demand grows, […]
Click here to read the complete post
Posted in Academic Research, Empirical Research
Tagged Capital formation, Capital markets, Information environment, Innovation, Tech companies, Venture capital firms
Comments Off on Cost of Experimentation and the Evolution of Venture Capital
Governance of the 25 Largest European Banks a Decade After the Crisis
This summer marked the 10-year anniversary of the start of the global financial crisis. Over the 18 months following August 2007, several bank collapses in the United States, Germany and Britain, culminating with the demise of Lehman Brothers in September 2008 shook the financial system to its core. The interconnectivity of the world’s financial system […]
Click here to read the complete post
Posted in Banking & Financial Institutions, Boards of Directors, Financial Crisis, International Corporate Governance & Regulation, Practitioner Publications
Tagged Banks, Board composition, Board independence, Board tenure, Board turnover, Boards of Directors, Director compensation, Europe, Financial crisis, International governance, Risk committee, Risk management
Comments Off on Governance of the 25 Largest European Banks a Decade After the Crisis