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Program on Corporate Governance Advisory Board
- William Ackman
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier Christine Davine
- Renata J. Ferrari
- John Finley
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper
- Paul Hilal
- Carl Icahn William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
- Daniel Wolf
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Reevaluating Shareholder Voting Rights in M&A Transactions
Shareholder voting plays a central role in corporate governance. Yet, for many public company acquisitions, only the target firm’s shareholders may be able to exercise voting rights. The lack of voting rights for bidder shareholders is problematic given evidence that many acquisitions involve negative returns for bidders. Bidder overpayment is particularly acute in the case […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Institutional Investors, Mergers & Acquisitions
Tagged Acquisition agreements, Agency costs, Behavioral finance, Bidders, Incentives, Institutional Investors, Mergers & acquisitions, Shareholder rights, Shareholder value, Shareholder voting
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CEO Pay Ratios: What Do They Mean?
Two ratios often cited to support the argument that CEO pay is too high are: the growth rate of CEO pay compared with the growth rate of the stock market; and the ratio of CEO pay to average worker pay. As discussed in this post, these two ratios do not necessarily support the argument that […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Executive Compensation, Practitioner Publications
Tagged Compensation ratios, Dodd-Frank Act, Executive Compensation, Executive performance, Executive value, Management, Market conditions
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Innovative Insurance Products and M&A Risk
Dealmakers’ appetite for transactions involving publicly listed companies remains strong — 2016 saw an increase in deal volume, a trend which continues into 2017. However, deals remain challenging, partly due to limitations on bidder deal protections and financing requirements. In response, innovative products have been developed by the insurance industry of provide solutions. In our […]
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Posted in International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications
Tagged Acquisition agreements, Bidders, Bonds, Break fees, Capital formation, Deal protection, Going private, Insurance, International governance, Private firms, Takeover premiums, Takeovers, UK
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Benefits of CEO Pay Ratio Guidance
After hearing that the CEO pay ratio rules were still cumbersome and difficult to maneuver, the Securities and Exchange Commission (SEC) recently issued three pieces of guidance that will markedly improve the process, especially for global companies. We believe that the SEC is now much closer to its goal of providing flexibility in a manner […]
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Posted in Accounting & Disclosure, Executive Compensation, Practitioner Publications, Securities Regulation
Tagged Compensation disclosure, Compensation ratios, Compliance and disclosure interpretation, Dodd-Frank Act, Executive Compensation, SEC, SEC rulemaking, Securities regulation
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Social Media and Proxy Contests
As shareholder activists fine-tune their communications strategies for the upcoming proxy season, we expect that many will view social media as an increasingly important means of getting their message out to shareholders. Although a number of prominent investors have used certain forms of social media for years (e.g., Carl Icahn’s use of Twitter), we have […]
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Posted in Corporate Elections & Voting, Practitioner Publications
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New House Bills on Securities Offerings
Bills Would Expand Testing the Waters, Codify Confidential Submission of Draft Registration Statements and Modify Accredited Investor Definition On November 1, the House passed two bills designed to encourage capital formation by extending JOBS Act testing-the-waters provisions to all companies, codifying the SEC’s earlier expansion of confidential submission of draft registration statements by a non-emerging growth […]
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Posted in Institutional Investors, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Accredited investors, CHOICE Act, Equity offerings, FINRA, Institutional Investors, Investment advisers, IPOs, JOBS Act, SEC, Securities regulation, US House
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Weekly Roundup: November 3–9, 2017
Takeovers and (Excess) CEO Compensation Posted by Isabel Feito-Ruiz (University of Leon) and Luc Renneboog (Tilburg University), on Friday, November 3, 2017 Tags: Agency costs, Equity-based compensation, EU, Europe, Executive Compensation, International governance, Management, Mergers & acquisitions, Pay for performance, Shareholder value, Stock options, Takeovers Treasury Recommendations for Capital Markets Posted by Bjorn Bjerke, Lona Nallengara, and Reena Sahni, Shearman & Sterling LLP, on Friday, November 3, 2017 Tags: Capital […]
Click here to read the complete postGovernance and Transparency at the Commission and in Our Markets
My remarks will focus on governance and transparency. These issues are, of course, related. Among its many benefits, transparency facilitates effective governance. My first topic will be transparency with respect to the operations of the Securities and Exchange Commission (the “SEC” or the “Commission”). Then I will turn to transparency in our securities markets—or said […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation, Speeches & Testimony
Tagged Bitcoin, Disclosure, Engagement, Information environment, Investment advisers, Investor protection, Misconduct, Retail investors, SEC, Securities fraud, Securities regulation, Shareholder proposals, Transparency
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Voting Rights and Index Inclusion
BlackRock is a strong advocate for equal voting rights for all shareholders. However, we disagree with index providers’ recent decisions to exclude certain companies from broad market indices due to governance concerns. Those decisions could limit our index-based clients’ access to the investable universe of public companies and deprive them of opportunities for returns. Policymakers, […]
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Posted in Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Accountability, Capital structure, Control rights, Disclosure, Dual-class stock, Index funds, Institutional Investors, Long-Term value, Management, Securities regulation, Shareholder rights, Shareholder voting
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