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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
Broadcom’s Blocked Acquisition of Qualcomm
President Donald Trump’s recent executive order blocking Broadcom Limited’s acquisition of chipmaker Qualcomm, Inc. (the Order) is the latest in a series of significant actions and statements regarding the national security implications of trade policy. In December 2017, the president released his National Security Strategy, emphasizing economic security as a key component of national security, […]
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Posted in International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged CFIUS, China, Cross-border transactions, Donald Trump, International governance, Jurisdiction, Mergers & acquisitions
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“Forcing the Offer”: Considerations for Deal Certainty and Support Agreements in Delaware Two-Step Mergers
In the four and a half years since the Delaware legislature adopted Section 251(h) of the Delaware General Corporation Law (DGCL) and offered streamlined mechanics for closing two-step mergers, Delaware practitioners have made increasing use of the provision. The provision, subject to certain conditions, permits an acquiror’s near-simultaneous closing of an exchange or tender offer […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Acquisition agreements, Controlling shareholders, Delaware cases, Delaware law, DGCL, DGCL Section 251, Fiduciary duties, Merger litigation, Mergers & acquisitions, Omnicare v. NCS Healthcare, State law, Tender offer
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How a CEO’s Cultural Background Impacts Firm Performance
Understanding if our individual cultural backgrounds shape the everyday decisions we make is a topic of great interest and resurgent public debate. The commercial success of genealogy websites such as ancestry.com and television shows such as “Who Do You Think You Are” bear testimony to importance that the public attach to knowing who their ancestors […]
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Posted in Academic Research, Banking & Financial Institutions, Comparative Corporate Governance & Regulation
Tagged Banks, Capital allocation, Corporate culture, Financial institutions, Firm performance, Human capital, Management, Managerial style
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Do Director Networks Improve Managerial Learning from Stock Prices?
Like financial markets, director networks serve as a conduit of information exchange and managers may access a wealth of information from the network through their boards’ connections. In this paper, we address several questions. Do director networks improve managerial learning from financial markets? Does corporate governance affect the extent to which managers utilize the information […]
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Posted in Academic Research, Boards of Directors, Empirical Research
Tagged Board communication, Boards of Directors, Decision-making, Executive performance, Firm performance, Information environment, Management, Signaling, Social networks, Stock performance
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Cybersecurity: The SEC’s Wake-up Call to Corporate Directors
The U.S. Securities and Exchange Commission’s (“SEC”) recently issued guidance for public companies on cybersecurity-related disclosures has garnered a great deal of attention for what it says about the threat and risk that cybersecurity presents for public companies—large and small (the “2018 Guidance”). With cyber-incidents capturing headlines around the world with increasing frequency, businesses and […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Boards of Directors, Cybersecurity, Disclosure, Financial reporting, Risk, Risk management, Risk oversight, SEC, SEC enforcement, Securities enforcement, Securities regulation
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Replacing Executive Equity Compensation: The Case for Cash for Long-Term Performance
In a new paper, Replacing Executive Equity Compensation: The Case for Cash for Long-Term Performance, I reconsider the way in which corporate executives in U.S. public firms are paid for long-term performance. Paying top executives in equity (stock and stock options) is the most significant reform of executive compensation in our generation, universally welcomed not […]
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Posted in Academic Research, Executive Compensation
Tagged Agency costs, Equity-based compensation, Executive Compensation, Insider trading, Management, Pay for performance
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What is the Impact of Successful Cyberattacks on Target Firms?
Despite the widespread recognition of emerging threats posed by cyber risk and its importance as a new type of risk, there is little evidence on how successful cyberattacks affect corporations. In particular, we know little about which types of firms are more likely to experience cyberattacks, and how such attacks affect target firm shareholder wealth, […]
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Posted in Academic Research, Accounting & Disclosure, Boards of Directors, Empirical Research, Executive Compensation
Tagged 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
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Weekly Roundup: March 23–29, 2018
Traceable Shares and Corporate Law Posted by George S. Geis (University of Virginia), on Friday, March 23, 2018 Tags: Accounting, Beneficial owners, Blockchain, Boards of Directors, Class actions, Clearing houses, Corporate liability, Financial technology, Misconduct, Ownership, Securities litigation, Shareholder rights, Shareholder suits, Shareholder voting Corporations and the Culture Wars Posted by David A. Katz and Laura A. McIntosh, Wachtell, Lipton, Rosen & Katz, on Friday, March 23, 2018 Tags: Accountability, Boards of Directors, Corporate […]
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