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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
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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Building a Better Board Book
We recently published a paper on SSRN, Building a Better Board Book, that evaluates the quality of information presented by management to directors in advance of board meetings. Board members rely on information provided by management to inform their decisions on strategy, capital allocation, performance measurement, and risk management. These materials suffer from three overarching […]
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Posted in Academic Research, Accounting & Disclosure, Boards of Directors, Comparative Corporate Governance & Regulation
Tagged Accountability, Accounting, Board meetings, Board performance, Boards of Directors, Executive performance, Financial reporting, Firm performance, Information environment, Management, Risk management
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Where’s the Board? Questions for Equifax
On Tuesday, October 3, 2017, Richard F. Smith the former CEO of Equifax testified before the House Energy And Commerce Committee. In his apology for the exposure from Equifax files of sensitive personal information for nearly 146 million Americans, he indicated that an “individual” in Equifax’s technology department had failed to heed security warnings and […]
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Posted in Boards of Directors, Practitioner Publications
Tagged Accountability, Board leadership, Board monitoring, Boards of Directors, Clawbacks, Corporate culture, Cybersecurity, Equifax, Management, Reputation, Risk oversight
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Why Does Fast Loan Growth Predict Poor Performance for Banks?
In our article, Why Does Fast Loan Growth Predict Poor Performance for Banks?, which was recently accepted for publication in the Review of Financial Studies, we show that the common stock of U.S. banks with loan growth in the top quartile of banks significantly underperforms the common stock of banks with loan growth in the […]
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Posted in Academic Research, Banking & Financial Institutions, Bankruptcy & Financial Distress, Mergers & Acquisitions
Tagged Bank loans, Banks, Capital markets, Credit risk, Credit supply, Financial institutions, Firm performance, Market conditions, Merger waves, Risk-taking, Stock performance
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Shareholder-Manager Contracting in Public Companies
Activist investors often want managers to take specific actions, which they accomplish by methods such as installing their own person on the management team or the board or by writing explicit action-based contracts with management. These contracts have received far less research attention in the activist literature even though they are akin to the classical […]
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Posted in Academic Research, Boards of Directors, Corporate Elections & Voting
Tagged Agency costs, Agency model, Boards of Directors, Contracts, Decision-making, Management, Public firms, Shareholder activism, Shareholder voting, Shareholders agreements
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Index Investing Supports Vibrant Capital Markets
Index investing has profoundly changed the way investors seek returns, manage risk, and build portfolios. For nearly 50 years, index investment vehicles have lowered costs and simplified access to diversified investments for all investors, from sophisticated institutions to individuals. Technology and data have also transformed the range of investments that can be tracked by an […]
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Posted in Institutional Investors, Practitioner Publications
Tagged Asset management, BlackRock, Capital markets, Common ownership, Fund managers, Fund performance, Index funds, Information environment, Institutional Investors, Market conditions, Market efficiency
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The Governance Implication of a Proposed Yates “Soft Repeal”
In an October 6, 2017 speech, Deputy U.S. Attorney General Rod J. Rosenstein offered further hints on the proposed “soft repeal” of the long-controversial “Yates Memorandum” on corporate liability and individual accountability. Mr. Rosenstein had first raised the possibility of a change to Yates in a September 14, 2017 speech to the Heritage Foundation. In […]
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Posted in Boards of Directors, Legislative & Regulatory Developments, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Accountability, Boards of Directors, Compliance and disclosure interpretation, Corporate liability, Deregulation, DOJ, Liability standards, Misconduct, Risk oversight, SEC enforcement, Securities enforcement, Yates memo
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Busy Directors: Strategic Interaction and Monitoring Synergies
In our paper Busy Directors: Strategic Interaction and Monitoring Synergies, we examine when having a busy director on the board is harmful to shareholders and when it is beneficial. “Busy” directors—individuals who serve on multiple boards—continue to be the subject of debate among academics, practitioners, and policymakers. We develop and test the hypothesis that two […]
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Posted in Academic Research, Accounting & Disclosure, Boards of Directors, Empirical Research
Tagged Accountability, Agency costs, Board dynamics, Board monitoring, Boards of Directors, Overboarding, Oversight, Shareholder value
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