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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
Contract Rights and Spin-off Transactions
Most commercial and corporate contracts provide that the agreement is binding on a party’s “successor and assigns”. This boilerplate clause, coupled with the legal consequences of a stock purchase or merger, covers most corporate transaction scenarios and ensures that the agreement remains with, and binding on, the business that signed the contract. But the current […]
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Posted in Mergers & Acquisitions, Practitioner Publications
Tagged Acquisition agreements, Contracts, Delaware law, Mergers & acquisitions, Shareholder rights, Shareholders agreements, Spinoffs
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Firm Age, Corporate Governance, and Capital Structure
This paper is motivated by two considerations. First, prior research argues that as a firm grows older, it should use more debt as it has more assets-in-place and fewer growth options. Second, prior research argues that as firms age after going public, their governance should adapt to their changing needs. Thus, our paper combines both […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research
Tagged Capital formation, Capital structure, Charter & bylaws, Corporate debt, Debt, Debt-equity ratio, Dual-class stock, Equity capital, Financing conditions
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Analysis of Updated ISS Voting Policies
ISS released its updated proxy voting policies effective for annual meetings held on or after February 1, 2018, which are available here. We previewed ISS’s proposed voting policy changes in our Alert available here. The policy changes include several new policies, as well as codification of existing policies focusing primarily board composition, accountability and responsiveness. […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Board composition, Board independence, Boards of Directors, Director compensation, Diversity, Engagement, ESG, ISS, Proxy advisors, Say on pay, Shareholder proposals, Shareholder voting, Sustainability
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Managerial Liability and Corporate Innovation: Evidence from a Legal Shock
Innovation is vital to the development of core competitive advantages of a firm and to the economic growth of a country (Solow, 1957). By nature, innovation is a risky, costly, and long-term process fraught with failures (Holmstrom, 1989). A salient difficulty that has long been noted by both academics and practitioners is that risk-averse company […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Empirical Research
Tagged Boards of Directors, D&O insurance, Director liability, Duty of loyalty, Fiduciary duties, Incorporations, Innovation, Long-Term value, Management, Managerial style, Nevada, R&D, Risk-taking, Shocks, State law
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The ICO Gold Rush
Initial coin offerings (ICOs) typically use blockchain technology to offer tokens that confer some rights in return, most often, for cryptocurrency. They can be seen as effectively a conjunction of crowdfunding and blockchain. In the past 18 months more than 1,000 ICOs have raised more than USD 3 billion. While these numbers do not indicate […]
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Posted in Academic Research, Accounting & Disclosure, Comparative Corporate Governance & Regulation, Securities Regulation
Tagged Asset bubbles, Blockchain, Capital formation, Crowdfunding, Disclosure, ESMA, ICOs, Information asymmetries, Innovation, Investor protection, SEC, Securities regulation
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Do Managers Give Hometown Labor an Edge?
Anyone who has been in the workforce has likely either experienced or known someone who has felt the effects of employee favoritism. Whether it is getting passed over for a promotion because your competition was the CEO’s college buddy or being spared from downsizing because your supervisor knew that you, unlike your co-workers, had mouths […]
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Posted in Academic Research, Bankruptcy & Financial Distress, Empirical Research
Tagged Behavioral finance, Firm valuation, Management, Manager characteristics, Managerial style
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Weekly Roundup: November 23-30, 2017
Peer Information and Empowered Voters: Evidence from Voting on Shareholder Proposals Posted by Xiao Li (Central University of Finance and Economics), Jeffrey Ng (Hong Kong Polytechnic University), and Hong Wu (Hong Kong Polytechnic University), on Friday, November 24, 2017 Tags: Accounting, Boards of Directors, Disclosure, Financial reporting, Information environment, Peer groups, Securities regulation, Shareholder proposals, Shareholder value, Shareholder voting Analysis of SEC Shareholder Proposal Guidance Posted […]
Click here to read the complete postSome Thoughts for Boards of Directors in 2018
I. Introduction As 2017 draws to a conclusion and we reflect on the evolution of corporate governance since the turn of the millennium, a recurring question percolating in boardrooms and among shareholders and other stakeholders, academics and politicians is: what’s next on the horizon for corporate governance? In many respects, we seem to have reached […]
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Posted in Boards of Directors, Corporate Elections & Voting, Corporate Social Responsibility, Institutional Investors, Practitioner Publications
Tagged Board composition, Boards of Directors, Corporate Social Responsibility, ESG, Institutional Investors, Long-Term value, Shareholder activism, Shareholder voting, Stakeholders, Sustainability
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Nonvoting Common Stock: A Legal Overview
Dual-class stock structures have recently been the subject of significant commentary. Much criticism has been levied at companies with high-vote/low-vote stock structures, but the conversation seemingly reached a boiling point after Snap Inc.’s recent initial public offering of nonvoting common shares. Without taking a position on the merits of dual-class stock structures, this post provides […]
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Posted in Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Appraisal rights, Boards of Directors, Delaware law, Dual-class stock, Fiduciary duties, Mergers & acquisitions, Rule 14a-8, Shareholder meetings, Shareholder proposals, Shareholder voting, Short-form merger
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