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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
The Appraisal Landscape: Key Points, Open Issues, and Practice Points
In the second half of 2017, the Delaware Supreme Court issued two seminal decisions concerning appraisal—DFC Global v. Muirfield (Aug. 1, 2017) and Dell v. Magnetar (Dec. 15, 2017). These decisions are likely to accelerate the trends already developing in the recently changed landscape for appraisal actions. Below, we discuss (i) the key points arising […]
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Posted in Accounting & Disclosure, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Appraisal rights, Delaware cases, Delaware law, Due diligence, Fair values, Fairness review, In re Appraisal of Dell, In re Appraisal of DFC Global, Merger litigation, Mergers & acquisitions
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Common-Ownership Concentration and Corporate Conduct
A fast-growing literature in finance and industrial organization studies whether and how “common ownership” links affect firm behavior and market outcomes. A new forthcoming paper, available on SSRN, reviews the rich history of thought on this topic. In addition to connecting the existing contributions in the economics and finance literature, the review also points to […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research, Institutional Investors, Securities Regulation
Tagged Antitrust, Common ownership, Diversification, Incentives, Institutional Investors, Market efficiency, Ownership, Peer groups, Securities regulation
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Activist-Driven Dealmaking Falls Flat
Stockholder plaintiffs recently entered into a $290 million settlement in connection with federal securities litigation arising out of Valeant Pharmaceuticals’ failed attempt to acquire Allergan. Activist hedge fund Pershing Square agreed to pay $193.75 million of the settlement in connection with its scheme to deliver Allergan into Valeant’s hands. In 2014, Valeant informed Pershing Square […]
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Posted in Boards of Directors, Institutional Investors, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Hedge funds, Insider trading, Institutional Investors, Merger litigation, Mergers & acquisitions, Securities enforcement, Securities litigation, Securities regulation, Settlements, Shareholder activism, Tender offer
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Future Issues After the Publication of the CEO Pay Ratio
As we approach the 2018 proxy season, a key change for companies will be the first publication of the CEO Pay Ratio as mandated by the Dodd-Frank Act of 2010. Companies will begin publishing CEO Pay Ratios in proxy statements in early 2018. Much has been written about the details of calculating the Ratio as […]
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Posted in Executive Compensation, Practitioner Publications, Securities Regulation
Tagged Compensation ratios, Dodd-Frank Act, Executive Compensation, Information environment, Management, Proxy season, Securities regulation, Stakeholders
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The Strained Marriage of Public Debts and Private Contracts
A casual observer of recent policy debates might reasonably conclude that sovereign debt crises of the sort that have ravaged Argentina, Greece, Ukraine, and Venezuela would be less frequent and less damaging if only debtors and creditors could tweak a few words in their bond contracts. Contract reform got a boost from successful enforcement litigation […]
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Posted in Academic Research, Bankruptcy & Financial Distress, Comparative Corporate Governance & Regulation, Financial Regulation, International Corporate Governance & Regulation
Tagged Argentina, Bankruptcy, Bondholders, Bonds, Contracts, Debt, Debt contracts, Debtor-creditor law, ECB, Financial regulation, International governance, Private ordering, Public interest, Sovereign debt, Stakeholders
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Remarks on Shareholder Engagement
This is now the fourth in the series of SEC-NYU dialogues, and I am pleased with the four topics that have been covered, as well as the quality of the discussions thus far. It is important that the SEC be able to take a forward-looking approach with respect to our securities markets—to keep up to […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation, Speeches & Testimony
Tagged Agency costs, Capital allocation, Capital markets, Economic alignment, Engagement, Incentives, Information environment, Institutional Investors, Retail investors, SEC, Securities regulation, Shareholder activism, Shareholder value, Shareholder voting
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Governance Gone Wild: Misbehavior at Uber Technologies
We recently published a paper on SSRN, Governance Gone Wild: Epic Misbehavior at Uber Technologies, that evaluates governance and leadership challenges through the example of the private ride-sharing startup Uber. Despite its importance, there is surprisingly little consensus among researchers about the organizational attributes that are critical for “good” corporate governance. Research generally shows that […]
Click here to read the complete postLetter from JANA Partners & CalSTRS to Apple, Inc.
JANA Partners LLC and the California State Teachers’ Retirement System (“we” or “us”) collectively own approximately $2 billion in value of shares of Apple Inc. (“Apple” or “you”). As shareholders, we recognize your unique role in the history of innovation and the fact that Apple is one of the most valuable brand names in the […]
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Posted in Boards of Directors, Corporate Social Responsibility, Institutional Investors, Practitioner Publications
Tagged Accountability, Boards of Directors, Corporate Social Responsibility, Hedge funds, Institutional Investors, Long-Term value, Pension funds, Shareholder activism, Short-termism, Tech companies
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The Significance for Boards and Managements of the JANA/CalSTRs Letter to Apple
Over the past couple of years, we have seen traditional, actively managed funds, such as Neuberger Berman, borrow activist tactics and push for changes to accelerate increases in share prices. In parallel with this arguable trend toward convergence between actively managed funds and activist funds, a chasm appeared to be developing elsewhere in the investor […]
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Posted in Boards of Directors, Corporate Elections & Voting, Corporate Social Responsibility, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, CalSTRS, Corporate Social Responsibility, ESG, Hedge funds, Institutional Investors, Pension funds, Shareholder activism, Shareholder proposals, Shareholder voting
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