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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
A Practical Guide to Virtual-Only Shareholder Meetings
Last year, a record number of public companies held virtual-only shareholder meetings, which are now permitted in Delaware, Virginia, and numerous other states. Despite some shareholder opposition, we believe this trend is likely to continue. This post provides a comprehensive overview of practical issues that a company must consider in deciding whether to switch to, […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications, Securities Regulation
Tagged Board communication, Boards of Directors, Charter & bylaws, Delaware law, Engagement, Exchange Act, Financial reporting, Proxy contests, Rule 14a-8, Shareholder meetings, Shareholder proposals, Shareholder voting, State law, Virtual meetings
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Congruence in Governance: Evidence from Creditor Monitoring of Corporate Acquisitions
Corporate creditors play an important role in firm governance. For example, Lee Enterprises, Inc. reported in their third quarter 2008 financial statement that “the Company’s strategies are to increase its share of local advertising through increased sales activities in its existing markets and, over time, to increase its print and online audiences through internal expansion […]
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Posted in Academic Research, Empirical Research, Mergers & Acquisitions
Tagged Agency costs, Contracts, Control rights, Covenants, Debtor-creditor law, Entrenchment, Market reaction, Mergers & acquisitions, Risk, Shareholder value
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Weekly Roundup: November 10–16, 2017
Changes in CEO Stock Option Grants: A Look at the Numbers Posted by Vasiliki Athanasakou (London School of Economics), Daniel Ferreira (London School of Economics), and Lisa Goh (Hang Seng Management College), on Friday, November 10, 2017 Tags: Agency model, Behavioral finance, Boards of Directors, Capital allocation, Compensation committees, Decision making, Equity-based compensation, Executive Compensation, Firm performance, Managerial style, Pay for performance, Short-termism, Stock options New House Bills on […]
Click here to read the complete postThe Economics of PIPEs
Private placements of equity, commonly referred to as “PIPEs,” are an important source of financing for many public corporations. According to PrivateRaise, a leading database on PIPE transactions, between 2001 and 2015, there were 11,296 private placements of common stock by U.S. listed firms that raised $243.9 billion. Firms raising funds through PIPEs tend to […]
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Posted in Academic Research, Private Equity, Securities Regulation
Tagged Capital formation, Equity offerings, Private equity, Public firms, Securities regulation, Small firms
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Employee Reaction to CEO Pay Ratio Disclosure
The question of how to provide context for their CEO pay ratio proxy disclosure has been one companies have been turning to as they near completion of their calculation work. One perspective on this issue has come from a recent ISS Position Paper that recommends companies include in their disclosure a comparison to peer group […]
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Posted in Accounting & Disclosure, Executive Compensation, Practitioner Publications, Securities Regulation
Tagged Board communication, Compensation disclosure, Compensation ratios, Disclosure, Dodd-Frank Act, Executive Compensation, Institutional Investors, ISS, Proxy advisors, Securities regulation
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The 10 Highest-Paid Boards of Directors
Though board of directors’ pay pales in comparison to that of CEOs, compensation for board service can inch into the half-million dollar range—and in a few cases, may be much higher. Below is a list of the highest-paid boards of directors at large-cap companies, based on annual retainers awarded to all non-employee directors, according to […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged Board performance, Boards of Directors, Compensation disclosure, Director compensation
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SEC Clarifications for Non-GAAP M&A Disclosures
The SEC Staff recently released Compliance & Disclosure Interpretation 101.01 (the “C&DI”) which provides that financial measures included in forecasts given to a financial advisor and used in connection with a business combination transaction are not non-GAAP financial measures that must be reconciled to GAAP. This applies as long as the forecasts (i) are provided to the […]
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Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Mergers & Acquisitions, Practitioner Publications, Securities Regulation
Tagged Accounting, Accounting standards, Compliance and disclosure interpretation, Disclosure, Fairness review, GAAP, Merger litigation, Mergers & acquisitions, SEC, Securities regulation, Shareholder suits
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Corporate Disclosure of Human Capital Metrics
The concept of human capital (HC) has for more than a half century informed discussion about how corporations are managed. The idea is typically associated with the skills, knowledge and abilities employees bring to their work. In recent years, institutional investors have taken a mounting interest in the subject, in large part due to the […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, Institutional Investors, International Corporate Governance & Regulation, Securities Regulation
Tagged Disclosure, Executive performance, Firm performance, Human capital, Institutional Investors, International governance, Management, Surveys
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Activism Mergers
The surge in shareholder activism in recent years has promoted fierce debate over the consequences of activism for targeted companies and their shareholders. Of particular interest has been the question of whether shareholder activism has helped improve the long-term shareholder value of targeted companies. Although several studies argue that hedge fund activism improves the performance […]
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Posted in Academic Research, Empirical Research, Institutional Investors, Mergers & Acquisitions
Tagged Bidders, Firm performance, Hedge funds, Institutional Investors, Long-Term value, Mergers & acquisitions, Shareholder activism, Shareholder rights, Shareholder value, Takeovers, Target firms
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