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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
Silicon Valley and S&P 100: A Comparison of 2017 Proxy Season Results
In the 2017 proxy season, 138 of the technology and life sciences companies included in the Silicon Valley 150 Index (SV 150) and all 100 of the S&P 100 companies held annual meetings that typically included voting for the election of directors, ratifying the selection of auditors of the company’s financial statements and voting on executive officer […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Executive Compensation, Practitioner Publications
Tagged Boards of Directors, ESG, Executive Compensation, Peer groups, Proxy access, Proxy season, Proxy voting, Say on pay, Shareholder elections, Shareholder proposals, Shareholder voting, Surveys, Tech companies
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Deal Activism: Lessons from the EQT Proxy Contest
“Deal Activism,” in which activists invest to oppose announced deals, has become an increasingly frequent component of the activist playbook. While efforts by the target company’s shareholders to oppose a deal to secure a higher bid have received the most media attention, activists have also run campaigns against acquirors to block transactions outright, to extract […]
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Posted in Boards of Directors, Corporate Elections & Voting, Mergers & Acquisitions, Practitioner Publications
Tagged Board communication, Boards of Directors, Engagement, Long-Term value, Mergers & acquisitions, Proxy advisors, Proxy contests, Proxy fights, Settlements, Shareholder activism, Shareholder voting
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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 […]
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