-
Supported By:
Subscribe or Follow
HLS Faculty & Senior Fellows
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
Venture Capital Investments and Merger and Acquisition Activity around the World
In this paper, we investigate what happens to venture capital investments when M&A activity is regulated. The paper studies the interaction between venture capital (VC) activity and M&A activity in 40 different countries around the world. Venture capital funding is important to many small innovative firms, allowing them to survive and prosper. In this paper, […]
Click here to read the complete post
Posted in Academic Research, International Corporate Governance & Regulation, Mergers & Acquisitions, Private Equity
Tagged Antitakeover, Capital allocation, Cross-border transactions, International governance, IPOs, Mergers & acquisitions, Private equity, R&D, Venture capital firms
Comments Off on Venture Capital Investments and Merger and Acquisition Activity around the World
Weekly Roundup: December 22-28, 2017
Top 5 Things Shareholder Activists Need to Know Posted by Steve Wolosky, Andrew Freedman, and Ron Berenblat, Olshan Frome Wolosky LLP, on Friday, December 22, 2017 Tags: Board composition, Boards of Directors, Director qualifications, Diversity, Institutional Investors, ISS, Management, Proxy advisors, Proxy season, Proxy voting, Rule 14a-8, Shareholder activism, Shareholder nominations Analysis of Final Tax Reform Legislation Posted by Latham & Watkins LLP Tax Department, on Friday, December 22, 2017 […]
Click here to read the complete postCan 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, […]
Click here to read the complete post
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
Comments Off on Can Taxes Mitigate Corporate Governance Inefficiencies?
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 […]
Click here to read the complete post
Posted in Academic Research, Bankruptcy & Financial Distress, Institutional Investors
Tagged Agency model, Bankruptcy, Debtor-creditor law, Dividends, Institutional Investors, Leverage, Payouts, Shareholder value
Comments Off on Shareholder-Creditor Conflict and Payout Policy
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 […]
Click here to read the complete post
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
Comments Off on Appraisal Litigation Update
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 […]
Click here to read the complete post
Posted in Academic Research, Mergers & Acquisitions
Tagged Capital allocation, Capital markets, Firm performance, Hedge funds, Mergers & acquisitions, Shareholder activism, Shareholder value, Takeovers, Target firms
Comments Off on Do Activists Turn Bad Bidders into Good Acquirers?
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 […]
Click here to read the complete post
Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged Board composition, Board performance, Board turnover, Boards of Directors, Director qualifications, Diversity
Comments Off on Board Composition: A Slow Evolution
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 […]
Click here to read the complete post
Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Cryptocurrency, Cybersecurity, Equity offerings, Howey test, ICOs, SEC, SEC enforcement, Securities enforcement, Securities fraud
Comments Off on SEC Cyber Unit and Allegedly Fraudulent ICO