Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation

Busy Directors and Firm Performance: Evidence from Mergers

In my article, Busy Directors and Firm Performance: Evidence from Mergers, forthcoming in the Journal of Financial Economics, I study directors’ concurrent service on boards of multiple companies. More than 20% of directors in S&P1500 companies hold multiple board seats and nearly 85% of S&P1500 firms share at least one director with other S&P1500 firms. […]

Click here to read the complete post
Posted in Academic Research, Boards of Directors, Mergers & Acquisitions | Tagged , , , , , | Comments Off on Busy Directors and Firm Performance: Evidence from Mergers

Missing Pieces Report: The 2016 Board Diversity Census of Women and Minorities on Fortune 500 Boards

Shifting demographics in the United States have brought diversity to the forefront of issues on the minds of c-suite executives and corporate boards. As the population of the United States continues to diversify, companies may need to determine ways to gain more diversity of thought, experience, and background in both management as well as the […]

Click here to read the complete post
Posted in Boards of Directors, Practitioner Publications | Tagged , , , , | Comments Off on Missing Pieces Report: The 2016 Board Diversity Census of Women and Minorities on Fortune 500 Boards

The Life-Cycle of Dual Class Firms

In our paper, The Life-Cycle of Dual Class Firms, we consider the market valuation of dual class firms over their life cycle. Dual class financing is on the rise in recent years, particularly among high-tech firms, following Google’s seminal 2004 dual-class IPO structure. This financing choice leaves control of the firms in the hands of […]

Click here to read the complete post
Posted in Academic Research, Boards of Directors, Corporate Elections & Voting | Tagged , , , , , | Comments Off on The Life-Cycle of Dual Class Firms

Cybersecurity Risk Management Oversight

Companies are facing not only increasing cyber threats but also new laws and regulations for managing and reporting on data security and cybersecurity risks. Boards of directors face an enormous challenge: to oversee how their companies manage cybersecurity risk. As boards tackle this oversight challenge, they have a valuable resource in Certified Public Accountants (CPAs) […]

Click here to read the complete post
Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications | Tagged , , , , , , , , , , , | Comments Off on Cybersecurity Risk Management Oversight

Removing Directors in Private Companies by Written Consent?

A recent order by the Delaware Court of Chancery that interprets standard venture capital financing documents invalidated action taken by the holders of a majority of the common stock of a Delaware corporation to remove and replace the corporation’s CEO and board chairman and an independent director. This serves as a cautionary reminder that governance […]

Click here to read the complete post
Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications | Tagged , , , , , , , , | Comments Off on Removing Directors in Private Companies by Written Consent?

Indications of Corporate Control

On March 28, 2018, in In re Tesla Motors, Inc. Stockholder Litigation, the Delaware Court of Chancery denied a motion to dismiss a lawsuit brought by stockholders of Tesla Motors, Inc. (“Tesla” or the “Company”). The plaintiffs alleged that Tesla’s Board of Directors, along with its Chairman and CEO, Elon Musk, breached their fiduciary duties […]

Click here to read the complete post
Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications | Tagged , , , , , , , , , , | Comments Off on Indications of Corporate Control

Which Antitakover Provisions Matter?

Researchers disagree sharply over which antitakeover provisions affect a firm’s takeover likelihood. Some argue, for example, that poison pills are the only important takeover deterrents, while others claim that classified boards or coverage by business combination laws are. Other researchers argue that golden parachutes deter takeovers, while some contend that they facilitate takeovers. Similarly, there […]

Click here to read the complete post
Posted in Academic Research, Boards of Directors, Empirical Research, Mergers & Acquisitions | Tagged , , , , , , , , , | Comments Off on Which Antitakover Provisions Matter?

The Middle-Market IPO Tax

Thank you so much, Tom, for that kind introduction. It’s a real honor to be here with you today at the Greater Cleveland Middle Market Forum. In addition to leading some of the Nation’s most promising young companies, you all have done exceptional work making sure that the middle market gets the attention it deserves […]

Click here to read the complete post
Posted in Accounting & Disclosure, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony | Tagged , , , , , , , , , , | Comments Off on The Middle-Market IPO Tax

Weekly Roundup: April 20-26, 2018

Corporate Culture Risk and the Board Posted by Carey Oven, Deloitte & Touche LLP, and Bob Lamm, Deloitte LLP, on Friday, April 20, 2018 Tags: Board monitoring, Board oversight, Boards of Directors, Compliance & ethics, Corporate culture, Disclosure, Management, Risk, Risk management, Risk oversight Lazard’s 1Q 2018 Activism Review Posted by Jim Rossman, Lazard, on Friday, April 20, 2018 Tags: Boards of Directors, Capital markets, ESG, Europe, Hedge funds, Institutional Investors, Institutional voting, International governance, Mergers […]

Click here to read the complete post
Posted in Weekly Roundup | Tagged | Comments Off on Weekly Roundup: April 20-26, 2018

Testimony before the Financial Services and General Government Subcommittee of the House Committee on Appropriations

Chairman Graves, Ranking Member Quigley and members of the Subcommittee, thank you for the opportunity to testify today on the President’s fiscal year (FY) 2019 budget request for the U.S. Securities and Exchange Commission (SEC). It is an honor to appear before this Committee for the first time, and I would like to thank the […]

Click here to read the complete post
Posted in Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony | Tagged , , , , , , , , , , , | Comments Off on Testimony before the Financial Services and General Government Subcommittee of the House Committee on Appropriations