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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
Raising the Stakes on Board Gender Diversity
2017 has seen interest in board composition intensify. Investors have long scrutinized individual directors’ qualifications; however, increasingly they are asking how those individuals complement each other, and whether the overall board reflects a diverse mix of backgrounds, skills and qualifications. Investors want to know how boards ensure that they are recruiting directors whose expertise aligns […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged Board composition, Boards of Directors, Diversity, Institutional Investors, Proxy advisors, Shareholder proposals
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Delaware Court Ruling on Dual-Class Recapitalization Involving Controlling Stockholders
On December 11, 2017, the Delaware Court of Chancery issued a decision that will be important for companies looking to implement measures to extend or make changes to dual-class voting structures and for companies with controlling stockholders. The decision addressed stockholder fiduciary duty challenges to a recapitalization undertaken by NRG Yield, Inc. (the “Company”), which, […]
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Posted in Boards of Directors, Corporate Elections & Voting, Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, Controlling shareholders, Delaware cases, Delaware law, Dual-class stock, Recapitalization, Securities litigation, Shareholder suits, Shareholder voting
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Does Size Matter? Bailouts with Large and Small Banks
The differential treatment of large financial institutions has drawn substantial interest in recent financial regulatory discussions. In particular, several regulatory measures put in place after the 2008 financial crisis have singled out large banks as subjects of increased regulatory scrutiny. At the same time, the U.S. banking industry has experienced a secular increase in concentration: […]
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Posted in Academic Research, Banking & Financial Institutions, Financial Crisis, Financial Regulation
Tagged Bailouts, Banks, Financial crisis, Financial institutions, Financial regulation, Leverage, Moral hazard
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Ineffective Stockholder Approval for Director Equity Awards
On December 13, 2017, the Delaware Supreme Court issued an opinion, In re Investors Bancorp, Inc. Stockholder Litigation, Case No. 169, holding that, except under limited circumstances, the court will not apply the deferential “business judgment rule” in reviewing challenges to director compensation awards granted pursuant to stockholder-approved equity plans. Instead, such awards are subject to […]
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Posted in Boards of Directors, Corporate Elections & Voting, Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, Business judgment rule, Delaware cases, Delaware law, Director compensation, Equity-based compensation, Fiduciary duties, Say on pay, Securities litigation, Shareholder suits
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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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