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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
Can Taxes Mitigate Corporate Governance Inefficiencies?
Policymakers have long viewed tax policy as an instrument to influence and change corporate governance practices. Certain tax rules were enacted to discourage pyramidal business structures and large golden parachutes, and to encourage performance-based compensation. Other proposals, such as imposing higher taxes on excessive executive compensation, have also attracted increasing attention. Contrary to that view, […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Executive Compensation
Tagged Agency costs, Corporate governance, Executive Compensation, Golden parachutes, Market efficiency, Pay for performance, Shareholder value, Taxation
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Shareholder-Creditor Conflict and Payout Policy
In my article, Shareholder-Creditor Conflict and Payout Policy: Evidence from Mergers between Lenders and Shareholders, which is available on SSRN and is also forthcoming at the Review of Financial Studies, I show that the conflict of interests between shareholders and creditors induces corporations to pay excessive dividends at the expense of debt holders. The classical […]
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Posted in Academic Research, Bankruptcy & Financial Distress, Institutional Investors
Tagged Agency model, Bankruptcy, Debtor-creditor law, Dividends, Institutional Investors, Leverage, Payouts, Shareholder value
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Appraisal Litigation Update
On December 14, the Delaware Supreme Court released a long-awaited opinion in Dell Inc. v. Magnetar Global Event Driven Master Fund Ltd. that reversed and remanded a high-profile appraisal case decided by the Delaware Court of Chancery in 2016. The Delaware Supreme Court built on its recent opinion in DFC Global Corporation v. Muirfield Value […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Appraisal rights, Delaware cases, Delaware law, Fair values, Fairness review, In re Appraisal of Dell, Merger litigation, Mergers & acquisitions
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Do Activists Turn Bad Bidders into Good Acquirers?
The growing influence of activists in global capital markets has prompted financial economists to investigate the drivers of shareholder activism as well as the role of activists in shaping corporate financial strategy. Although several recent studies show that shareholder activism improves the performance of targeted firms, our understanding of the mechanisms through which activists enhance […]
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Posted in Academic Research, Mergers & Acquisitions
Tagged Capital allocation, Capital markets, Firm performance, Hedge funds, Mergers & acquisitions, Shareholder activism, Shareholder value, Takeovers, Target firms
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Board Composition: A Slow Evolution
Interest in the composition of U.S. boards has never been greater. Pressure for change is coming from many fronts, particularly from institutional and activist investors. We have been tracking board composition issues for more than 30 years, and as the data from our 2017 Spencer Stuart Board Index show, U.S. boards are evolving, slowly. The […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged Board composition, Board performance, Board turnover, Boards of Directors, Director qualifications, Diversity
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SEC Cyber Unit and Allegedly Fraudulent ICO
On Monday, December 4, 2017, the U.S. Securities and Exchange Commission (SEC) obtained an emergency order from a U.S. District Court in New York to enjoin an allegedly fraudulent initial coin offering scheme. The SEC’s complaint alleges that Dominic Lacroix, a recidivist securities law violator, and his company PlexCorps violated the anti-fraud and registration provisions […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Cryptocurrency, Cybersecurity, Equity offerings, Howey test, ICOs, SEC, SEC enforcement, Securities enforcement, Securities fraud
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Advising Shareholders in Takeovers
The decision of shareholders of public firms to accept a takeover offer is typically marred by two problems. First, shareholders generally do not have a precise estimate of the fair value of their shares, and without more information they cannot distinguish between inadequate and attractive offers. Second, unless shareholders can coordinate their collective decision, there […]
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Posted in Academic Research, Boards of Directors, Corporate Elections & Voting, Mergers & Acquisitions
Tagged Agency costs, Boards of Directors, Mergers & acquisitions, Shareholder value, Shareholder voting, Takeovers, Target firms
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The Information Content of Dividends: Safer Profits, Not Higher Profits
Dividends represent one of the major financial decisions corporations make. Understanding both how capital markets evaluate dividends, and why firms pay dividends, are central to theories of asset pricing, portfolio allocation, capital structure, capital budgeting, cost of capital, and also to public economics, in particular regarding the effects of tax policy. Yet, despite extensive research, […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research
Tagged Capital allocation, Capital markets, Cash flows, Dividends, Information asymmetries, Information environment, Management, Market reaction, Signaling
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