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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
Weekly Roundup: January 5–11, 2018
Non-rating Revenue and Conflicts of Interest Posted by Bo Becker and Ramin Baghai (Stockholm School of Economics), on Friday, January 5, 2018 Tags: Conflicts of interest, Financial crisis, India, International governance, Ratings agencies Tax Reform Implications for U.S. Businesses and Foreign Investments Posted by Philip Wagman, Richard Catalano, and Alan Kravitz, Clifford Chance, on Friday, January 5, 2018 Tags: Cross-border transactions, Foreign firms, International governance, Inversions, Mergers & […]
Click here to read the complete postSEC Guidance on Tax Reform Reporting
On December 22, 2017, the Securities and Exchange Commission’s Division of Corporation Finance released Form 8-K Compliance and Disclosure Interpretation 110.02 and its Office of the Chief Accountant published Staff Accounting Bulletin No. 118, which provide guidance on reporting accounting impacts of the recently enacted tax reform legislation. The new C&DI clarifies that disclosure under […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation
Tagged 401(k), Compliance and disclosure interpretation, Disclosure, Financial reporting, Form 8-K, SEC, Securities regulation, Taxation
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The Most Important Developments in M&A Law in 2017
Appraisal, Corwin, Controllers, Director Self-Interest, Disclosure, M&A Agreements, MLPs, Financial Advisors Below, we (i) outline the key developments in M&A law in 2017; (ii) review the transformation that has occurred since 2014; and (iii) summarize the Delaware courts’ major 2017 decisions.
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Posted in Accounting & Disclosure, Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Appraisal rights, Boards of Directors, Business judgment rule, Controlling shareholders, Corwin, Delaware law, Disclosure, Duty of good faith, Fair values, Financial advisers, Liability standards, Mergers & acquisitions, Shareholder activism, Shareholder suits
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Political Uncertainty and Cross-Border Acquisitions
Cross-border acquisitions have become increasingly popular as more firms expand their businesses across national borders. Yet, politicians frequently make decisions that alter the environment in which firms operate, which creates a significant amount of uncertainty for acquisition decisions. Business executives often cite uncertainty as a major threat to investments and growth. Considering the rising importance […]
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Posted in Academic Research, Empirical Research, International Corporate Governance & Regulation, Mergers & Acquisitions
Tagged Cross-border transactions, International governance, Legal systems, Mergers & acquisitions, Presidential elections, Risk, Shocks
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CEO Gender and Corporate Board Structures
In our article, CEO Gender and Corporate Board Structure (forthcoming in the Quarterly Review of Economics and Finance), we investigate the relationship between the gender of the CEO and corporate board structures. In recent years, women have made strides in cracking the glass ceiling in leadership positions in corporate America. Female CEOs have been appointed […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Empirical Research
Tagged Behavioral finance, Board composition, Board monitoring, Boards of Directors, Decision-making, Diversity, Firm performance, Management, Manager characteristics, Managerial style, Oversight
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Pay-for-Performance Mechanics
Following the implementation of mandated advisory shareholder votes on executive compensation under the Dodd-Frank Act of 2010, investors have regular opportunities to opine on executive pay programs. Investor feedback on the issue of pay-for-performance has indicated a preference for a focus on long-term alignment, board decision-making, and pay relative both to market peers and company […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged CD&A, Executive Compensation, Firm performance, Institutional Investors, ISS, Long-Term value, Management, Pay for performance, Performance measures, Proxy advisors, Shareholder voting, TSR
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Analysis of SEC Ruling on Apple Shareholder Proposal
On November 1 2017, the Securities and Exchange Commission (“SEC”) released guidance (Staff Legal Bulletin No. 14I (“SLB 14I”)) clarifying the scope and application of the ordinary business and economic relevance grounds for excluding a shareholder proposal under Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) from a company’s […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Disclosure, Human rights, No-action letters, Rule 14a-8, SEC, Securities regulation, Shareholder proposals, Shareholder voting
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Managing the Family Firm: Evidence from CEOs at Work
Family Firms: An Obstacle to Growth? Family firms are often seen as an engine of growth. For instance, the exceptional economic success of many European countries in the post-War period was characterized by the wide presence of family firms across the Continent. Particularly in countries like Germany and Italy, family ownership came to be seen […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research, International Corporate Governance & Regulation
Tagged Agency costs, Corporate forms, Firm performance, International governance, Management, Manager characteristics, Skin in the game
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