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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 Christine Davine
- 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 Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Real Talk on Executive Compensation
This post summarizes and paraphrases comments shared at a roundtable on executive compensation that CII organized on Jan. 9, 2018, in Denver, CO. Participants included representatives of asset owners, asset managers, employee unions, corporations and think tanks. By design, investor representatives constituted a significant majority of roundtable participants, while executive compensation consultants and proxy advisors […]
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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged CD&A, Compensation guidelines, Engagement, Executive Compensation, Incentives, Institutional Investors, Institutional voting, Management, Say on pay, Transparency
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Selecting Directors Using Machine Learning
In this paper, we present a machine-learning approach to selecting the directors of publicly traded companies. In developing the machine learning algorithms, we contribute to our understanding of governance, specifically boards of directors, in at least three ways. First, we evaluate whether it is possible to construct an algorithm that accurately forecasts whether a particular […]
Click here to read the complete postDiscounted Deal Price in Appraisal Litigation
In a trio of recent appraisal decisions, Delaware courts declined to use the deal price as the best evidence of fair value, instead using discounted cash flow analyses (“DCF”) and the unaffected market price to determine fair values below the merger consideration. Building on the trend reflected in the Delaware Supreme Court’s high-profile 2017 decisions […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Appraisal rights, Arbitrage, Delaware cases, Delaware law, Firm valuation, Merger litigation, Mergers & acquisitions
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Agency Conflicts Around the World
We offer a novel approach to measuring agency conflicts. Instead of counting governance provisions that are endogenous to the prevalence of agency conflicts and the institutional and legal environment, we construct theory-grounded indexes of agency conflicts based on revealed managerial preferences. For this purpose, we develop and estimate a dynamic capital structure model augmented by […]
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Posted in Academic Research, Empirical Research, International Corporate Governance & Regulation, Securities Regulation
Tagged Agency costs, International governance, Management, Managerial style, Minority shareholders, Ownership, Private benefits of control, Securities regulation
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Unequal Voting and the Business Judgment Rule
Increasingly, company founders have been opting to shore up control by creating voting structures that undercut shareholder voting power, where only a decade ago almost all chose the standard and accepted one-share, one-vote structure. Now the Snap Inc. initial public offering has gone even further with the first-ever non-voting stock model. By offering stock in […]
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Posted in Academic Research, Boards of Directors, Corporate Elections & Voting, Securities Regulation
Tagged Boards of Directors, Capital structure, Controlling shareholders, Dual-class stock, Securities regulation, Shareholder voting
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In the Spirit of Full Cybersecurity Disclosure
On February 21, 2018, the SEC issued interpretive guidance (the “release”) in response to the pervasive increase in digital technology as well as the severity and frequency of cybersecurity threats and incidents. The release largely refreshes existing SEC staff guidance related to cybersecurity and, like that guidance, does not establish any new disclosure obligations but […]
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Posted in Accounting & Disclosure, Boards of Directors, Securities Regulation
Tagged Boards of Directors, Cybersecurity, Disclosure, Insider trading, Regulation FD, Risk management, Risk oversight, SEC, Securities regulation, Transparency
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Activist Arbitrage in M&A Acquirers
In our paper, Activist Arbitrage in M&A Acquirers, we study a relatively new activist investor strategy in which investors adopt a non-conventional risk arbitrage strategy in the acquirer firms of announced M&A deals. Recall that, in a conventional risk arbitrage, an investor takes a long position in the target after an M&A deal is announced, […]
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Posted in Academic Research, Corporate Elections & Voting, Institutional Investors, Mergers & Acquisitions
Tagged Activist arbitrageurs, Arbitrage, Institutional Investors, Mergers & acquisitions, Proxy advisors, Risk arbitrage, Shareholder activism, Shareholder voting
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Weekly Roundup: March 30–April 5, 2018
What is the Impact of Successful Cyberattacks on Target Firms? Posted by René M. Stulz (Ohio State University), on Friday, March 30, 2018 Tags: Board oversight, Cash flows, Cybersecurity, Equity-based compensation, Executive Compensation, Firm valuation, Leverage, Market reaction, Privacy, Public firms, Risk management, Risk-taking, Shareholder value, Target firms An Early Look at the State of U.S. CEO Pay Posted by John Roe, ISS Analytics, on Friday, March 30, 2018 Tags: Compensation disclosure, Compensation […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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