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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
- 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
Appraisal Rights: Navigating the Maze After DFC Global, Dell, and Aruba
It’s easy to throw up your hands at the current state of the law on appraisal rights in Delaware. In a bit more than a decade an appraisal arbitrage industry has emerged—spawned by decisions that shares purchased post record date may be the subject of an appraisal proceeding without proof that they were not voted […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Agency costs, Appraisal rights, Delaware cases, Delaware law, Fair values, Firm valuation, In re Appraisal of Dell, In re Appraisal of DFC Global, Mergers & acquisitions, Shareholder suits, Target firms
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Median Employee Pay Not Quite the Spectacle Anticipated
…Yet May Still Spark Employee Relations and Media Fires Congress—in the aftermath of the financial crisis in 2010—enacted a law requiring public companies to identify the compensation of their median-paid employee, compare that to the CEO as a ratio, and disclose it each year. As noted by the SEC in enacting rules to implement the […]
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Posted in Accounting & Disclosure, Executive Compensation, Practitioner Publications, Securities Regulation
Tagged Compensation disclosure, Compensation ratios, Disclosure, Dodd-Frank Act, Executive Compensation, Public firms, Public perception
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Activists are Hereby on Notice: Board Authority to Reject Deficient Director Nominations
In a closely watched decision, the Superior Court of Washington for King County in Blue Lion Opportunity Master Fund, L.P. vs. HomeStreet, Inc., No. 18-2-06791-0 SEA, affirmed the authority of a corporation’s board of directors to reject a notice of director nominations and shareholder proposals for failure to comply with an advance notice bylaw. In the […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Advanced notice, Boards of Directors, Charter & bylaws, Shareholder activism, Shareholder meetings, Shareholder nominations, Shareholder proposals, Shareholder voting, State law
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Are Dual-Class Companies Harmful to Stockholders? A Preliminary Review of the Evidence
Clarion calls for regulating dual-class stock have become a common occurrence. For example, the Council of Institutional Investors (“CII”) has called upon the NYSE and Nasdaq to adopt a rule requiring all companies going public with dual-class shares to include a so-called “sunset provision” in their charter, which would convert the company to a single […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Institutional Investors
Tagged Boards of Directors, Capital structure, Controlling shareholders, Dual-class stock, Firm performance, Index funds, Institutional Investors, Minority shareholders, Shareholder primacy, Shareholder voting
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Portfolio Manager Compensation in the U.S. Mutual Fund Industry
According to the Investment Company Institute, about half of all households in the United States invest in mutual funds, and the assets managed by them totaled more than $16 trillion at year-end 2016. Given the importance of mutual funds in the economy, understanding fund managers’ incentives is a key issue for academics, regulators, practitioners, and […]
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Posted in Academic Research, Accounting & Disclosure, Banking & Financial Institutions, Empirical Research, Financial Regulation
Tagged Agency costs, Asset management, Compensation regulation, Contracts, Financial institutions, Financial regulation, Fund managers, Fund performance, Incentives, Mutual funds, Ownership structure, Profitability, Securities regulation
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Dodd-Frank is a Pigouvian Regulation
In this Note, recently published in the Yale Law Journal, we show that Dodd Frank’s compliance costs have furthered the Act’s goal of reducing systemic risk. Specifically, our article analyzes the all of the spinoffs and divestitures that have occurred at eleven systemically important financial institutions (SIFIs) since Dodd-Frank went into effect in 2010 and […]
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Posted in Academic Research, Banking & Financial Institutions, Empirical Research, Financial Regulation
Tagged Capital requirements, Compliance and disclosure interpretation, Divestitures, Dodd-Frank Act, Financial institutions, Financial regulation, Incentives, Risk, Risk management, SIFIs, Spinoffs, Systemic risk
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2018 Proposed Amendments to the Delaware General Corporation Law
Legislation proposing to amend the General Corporation Law of the State of Delaware (the “General Corporation Law”) has been released by the Corporate Council of the Corporation Law Section of the Delaware State Bar Association and, if approved by the Corporation Law Section, is expected to be introduced to the Delaware General Assembly. If enacted, […]
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Posted in Corporate Elections & Voting, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Appraisal rights, Charter & bylaws, Delaware law, DGCL, DGCL Section 102, DGCL Section 204, DGCL Section 205, DGCL Section 262, Mergers & acquisitions, Shareholder voting, State law
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Weekly Roundup: April 6–12, 2018
Activist Arbitrage in M&A Acquirers Posted by Wei Jiang (Columbia University), Tao Li (University of Florida), and Danqing Mei (Columbia University), on Friday, April 6, 2018 Tags: Activist arbitrageurs, Arbitrage, Institutional Investors, Mergers & acquisitions, Proxy advisors, Risk arbitrage, Shareholder activism, Shareholder voting In the Spirit of Full Cybersecurity Disclosure Posted by Christine Mazor and Sandra Herrygers, Deloitte & Touche LLP, on Friday, April 6, 2018 Tags: Boards […]
Click here to read the complete postHow Investors Can (and Can’t) Create Social Value
Most investors have a single goal: to earn the highest financial return. These socially-neutral investors maximize their risk-adjusted returns and would not accept a lower financial return from an investment that also produced social benefits. An increasing number of socially-motivated investors have goals beyond maximizing profits. Some seek to align their investments with their social […]
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Posted in Academic Research, Corporate Social Responsibility, Institutional Investors
Tagged Asset management, Corporate Social Responsibility, ESG, Institutional Investors, Reputation, Shareholder value, Social contract
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