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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
Not All TSR Incentive Plans are Created Equal
Over the past few years, relative total shareholder return (TSR) has continued to be the most widely used executive long-term incentive (LTI) plan metric, even though its usage is leveling off to some degree at the CEO level as other incentive plan metrics become more popular. That said, due to its clear connection to shareholder […]
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Posted in Accounting & Disclosure, Executive Compensation, Practitioner Publications
Tagged Equity-based compensation, Incentives, Pay for performance, Performance measures, Say on pay, Shareholder value, TSR
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Post Vote Update: Revisiting the P&G-Trian Contest
Frequently touted for its absolute scale, it seems fitting that the knock-down, drag-out fight between Trian and P&G is slated to continue into extra rounds. Indeed, P&G is the largest firm to ever face a proxy contest, and the cash reportedly invested by the two sides tops all prior campaigns. As widely reported, management’s quick […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Director nominations, Hedge funds, Institutional Investors, Proxy advisors, Proxy contests, Shareholder activism, Shareholder voting
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Coordinating Compliance Incentives
The notion that corporations must develop effective ethics and compliance programs is uncontroversial. Earlier this month, Deputy Attorney General Rod Rosenstein explained that the “sophistication of compliance measures and tools that we see today regularly exceed the measures that were in place ten years ago.” In part, this increased sophistication may be credited to the […]
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Posted in Academic Research, Accounting & Disclosure, Securities Litigation & Enforcement
Tagged Compliance & ethics, DOJ, FCPA, Misconduct, Securities enforcement, Settlements
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SEC’s Proposed Modernization of Regulation S-K
On October 11, 2017, at the first open meeting under Chairman Jay Clayton’s tenure, the SEC proposed amendments to modernize and simplify certain disclosure requirements in Regulation S-K. The proposed amendments are largely consistent with the recommendations in the SEC’s FAST Act Report to Congress in November 2016 (the “Report”). The rulemaking proposal is intended […]
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Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Securities Regulation
Tagged Confidentiality, Disclosure, FAST Act, Financial reporting, Regulation S-K, Reporting regulation, SEC, SEC rulemaking, Securities regulation
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Weekly Roundup: October 20–26, 2017
Securities Cases to Watch this Term at the Supreme Court Posted by Brad S. Karp, Paul, Weiss, Rifkind, Wharton & Garrison LLP, on Friday, October 20, 2017 Tags: Class actions, Dodd-Frank Act, Fraud-on-the-Market, Rule 10b-5, Section 10(b), Securities enforcement, Securities fraud, Securities litigation, Securities regulation, SLUSA, Supreme Court, Whistleblowers Director Networks, Turnover, and Appointments Posted by Luc Renneboog, Tilburg University, and Yang Zhao, Newcastle University, on Friday, October 20, […]
Click here to read the complete postEnvironmental and Social Proposals in the 2017 Proxy Season
The Conference Board recently released a report that reviews the key environmental and social (E&S) proposals in the 2017 proxy season. The report provides details on some of the most prominent topics, including topics which received high levels of shareholder support and topics that have seen notable changes in support levels compared to previous years. […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Board composition, Compensation disclosure, Diversity, Environmental disclosure, ESG, Institutional Investors, Political spending, Proxy season, Securities regulation, Shareholder proposals, Shareholder voting, Sustainability
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The Hart-Scott-Rodino Act’s First Amendment Problem
The Hart-Scott-Rodino Antitrust Improvements Act (“HSR Act”) is a centerpiece of federal antitrust law. Designed to aid enforcement of Clayton Act Section 7, which prohibits mergers and acquisitions that “may … substantially … lessen competition” or “tend to create a monopoly,” the statute requires the prospective acquirer of an issuer’s voting securities exceeding a certain […]
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Posted in Academic Research, Accounting & Disclosure, Institutional Investors, Mergers & Acquisitions, Securities Regulation
Tagged Antitrust, Clayton Act, Disclosure, DOJ, Filing fees, Filings, FTC, Hart-Scott-Rodino Act, Hedge funds, Institutional Investors, Market efficiency, Mergers & acquisitions, Securities regulation
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The Rise of Investor-Centric Activism Defense Strategy
Shareholder activism is often thought of in binary terms: activist v. company, dissident nominees v. company directors. Media coverage dramatically frames the “showdown” of prominent and press-savvy activists taking on companies as both sides seek the upper hand on the way to the ballot box. While an “us vs. them” mentality makes for a compelling […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Board communication, Engagement, Fund managers, Institutional Investors, Long-Term value, Management, Proxy advisors, Proxy contests, Shareholder activism, Takeover defenses
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Preferred-Stock Minority Investments in the Private Equity Context
When purchasing a company, private equity sponsors typically use a combination of debt and equity to fund the purchase price. When structuring a transaction, private equity sponsors may invest all or a portion of their equity capital in the form of preferred stock or issue preferred stock to minority investors if sufficient debt is not […]
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Posted in Boards of Directors, Practitioner Publications, Private Equity
Tagged Boards of Directors, Capital formation, Dividends, Dual-class stock, Equity offerings, Liquidation, Minority shareholders, Private equity
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