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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
Damage Quantification in Delaware for Breaches of Contract in Post-Merger Litigation
Despite vigorous attempts, through judicial decisions, and legislative provision on forum selection and fee shifting provisions to limit the number of post-merger litigation filings, the fact remains that in 2016, almost a third of the mergers and acquisitions (“M&A”) in Delaware resulted in such filings. This paper: (i) describes the kinds of contractual breaches giving […]
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Posted in Academic Research, Mergers & Acquisitions, Securities Litigation & Enforcement
Tagged Contracts, Delaware cases, Delaware law, Merger litigation, Mergers & acquisitions, Securities damages, Shareholder suits
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Industry Tournament Incentives and the Product Market Benefits of Corporate Liquidity
Recent research suggests that the inherent optionality present in intra-firm rank-order tournaments provides senior managers with distinct and incremental career-enhancing incentives from option-based compensation schemes to implement riskier but value-enhancing firm policies (Kale, Reis, and Venkateswaran (2009) and Kini and Williams (2012)). Extending the notion of tournaments beyond the top management team to focus on […]
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Posted in Academic Research, Empirical Research, Executive Compensation
Tagged Agency model, Behavioral finance, Capital allocation, Executive Compensation, Incentives, Management, Market efficiency, Product markets, Risk, Risk-taking, Shareholder value
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Tax Reform Implications for U.S. Businesses and Foreign Investments
On December 20, 2017, Congress voted to enact the most sweeping US tax reform bill in decades. The Tax Cuts and Jobs Act (the “TCJA” or the “Act”) will reduce business tax rates and revamp the US international tax system. While the President may not sign the Act until January 2018, its adoption into law […]
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Posted in Accounting & Disclosure, International Corporate Governance & Regulation, Legislative & Regulatory Developments, Mergers & Acquisitions, Practitioner Publications
Tagged Cross-border transactions, Foreign firms, International governance, Inversions, Mergers & acquisitions, Tax avoidance, Taxation
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Weekly Roundup: December 29, 2017-January 4, 2018
Venture Capital Investments and Merger and Acquisition Activity around the World Posted by Gordon Phillips (Dartmouth College) and Alexei Zhdanov (Penn State University), on Friday, December 29, 2017 Tags: Antitakeover, Capital allocation, Cross-border transactions, International governance, IPOs, Mergers & acquisitions, Private equity, R&D, Venture capital firms Global and Regional Trends in Corporate Governance for 2018 Posted by Rusty O’Kelley III, Anthony Goodman, and Melissa Martin, […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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The Changing Landscape of Auditor Litigation and Its Implication for Audit Quality
Stretching back to Central Bank v. First Interstate, a series of Supreme Court opinions have limited shareholders’ ability to bring claims under Rule 10b-5 against auditors. Prior literature has noted the changes in auditor liability and questioned whether the current law provides auditors with efficient incentives (e.g., Park, 2017; Coffee, 2006; Partnoy, 2001). However, our […]
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Posted in Academic Research, Accounting & Disclosure, Court Cases, Securities Litigation & Enforcement
Tagged Audits, Class actions, External auditors, Liability standards, Rule 10b-5, Securities litigation, Shareholder suits, Supreme Court
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Delaware Court on Risks to Buyers When Devising Earn-Outs
Buyers and sellers in M&A transactions sometimes structure a portion of the purchase price as an earn-out. In an earn-out structure, the buyer pays part of the purchase price at the closing and the remainder if and when the target business achieves pre-defined milestones after the closing. An earn-out is often a means to bridge […]
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Posted in Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Acquisition agreements, Covenants, Delaware cases, Delaware law, Duty of good faith, Earnouts, Merger litigation, Mergers & acquisitions
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How Director Age Influences Corporate Performance
Concurrent with discussions around board refreshment and diversity, age has also become a hot topic in board composition. Though older directors generally have more executive and board experience, there is concern that a lack of board refreshment and age diversity can stultify companies and result in subpar performance, and on the flipside, that younger executives may […]
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Posted in Boards of Directors, Practitioner Publications
Tagged Board composition, Board performance, Board turnover, Boards of Directors, Director qualifications, Diversity, Firm performance
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The Appointment of Senior Program Fellow Robert Jackson as SEC Commissioner
The U.S. Senate recently voted by unanimous consent to confirm Hester Peirce and Robert J. Jackson Jr. as SEC Commissioners (for a description of each commissioner’s background and experience, see their written statements submitted to the Senate committee, available here and here). The Forum congratulates both Commissioners and wishes them much success in their important […]
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Posted in HLS Research, Program News & Events
Tagged Program on Corporate Governance, Robert Jackson, SEC
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Top 10 Topics for Directors in 2018
1. Cybersecurity threats. Cybersecurity preparedness is essential in 2018 as the risk of, and associated adverse impact of, breaches continue to rise. The past year redefined the upward bounds of the megabreach, including the Yahoo!, Equifax and Uber hacks, and the SEC cyber-attack. As Securities and Exchange Commission (SEC) Co-Directors of Enforcement Stephanie Avakian and Steven Peikin warned, “The greatest threat to our markets right now is the cyber threat.” No crisis should go to waste. Boards should learn from others’ misfortunes and focus on governance, crisis management and recommended best practices relating to cyber issues. 2. Corporate social responsibility. By embracing corporate social responsibility (CSR) initiatives, boards are able to proactively identify and address legal, financial, operational and reputational risks in a way that can increase the company value to all stakeholders-investors, shareholders, employees and consumers. Boards should invest in CSR programming as an integral element of company risk assessment and compliance programs, and should advocate public reporting of CSR initiatives. Such initiatives can serve as both differentiating and value-enhancing factors. According to recent studies, companies with strong CSR practices are less likely to suffer large price declines, and they tend to have better three- to five-year returns on equity, as well as a greater chance of long-term success.
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Social Responsibility, Practitioner Publications, Securities Litigation & Enforcement
Tagged Board composition, Boards of Directors, Corporate Social Responsibility, Cybersecurity, Diversity, SEC enforcement, Securities enforcement, Securities regulation, Shareholder activism, Taxation
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