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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 Christine Davine
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
The Evolution of the Private Equity Market and the Decline in IPOs
Recent years have seen a sharp decline in the number of initial public offerings (IPOs) in the U.S. While this decline has garnered considerable attention both in academic and policy circles and in the press, its causes remain unclear (Gao, Ritter, and Zhu (2013); Doidge, Karolyi, and Stulz (2013, 2017)). The debate on the causes […]
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Posted in Academic Research, Empirical Research, Private Equity, Securities Regulation
Tagged Blue sky laws, Capital formation, Deregulation, Hedge funds, Institutional Investors, IPOs, Mergers & acquisitions, Private equity, Private firms, Securities regulation, Tech companies, Venture capital firms
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CEOs and ISS’ Proxy Contest Framework
A pair of high-profile proxy contests currently underway—Trian’s campaign to add Nelson Peltz to Procter & Gamble’s board, and Pershing Square’s effort to replace three members of Automatic Data Processing’s board—reflect diverging paths in the ongoing evolution of activism. While the ADP contest may be seen, to some extent, as a continuation of this spring’s […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Accountability, Boards of Directors, Corporate culture, Director nominations, Executive turnover, Hedge funds, Institutional voting, ISS, Management, Proxy advisors, Proxy contests, Proxy fights, Proxy season, Shareholder activism, Shareholder value
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Oversight of the U.S. Securities and Exchange Commission
It is an honor to testify before this Committee for the first time since my confirmation. Since joining the SEC, my experience has strongly reinforced my view that our talented and committed staff is fundamental to the agency’s effectiveness. The SEC’s mission to protect investors, maintain fair, orderly and efficient markets and facilitate capital formation […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Broker-dealers, Capital formation, Compensation ratios, Cybersecurity, Disclosure, EDGAR, Financial technology, Investment advisers, Oversight, SEC, SEC enforcement, Securities enforcement, Securities regulation
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Enjoying the Quiet Life: Corporate Decision-Making by Entrenched Managers
This study uses Japanese firm data to empirically test the “quiet life hypothesis,” which predicts that managers who are subject to weak monitoring from shareholders avoid making difficult decisions such as risky investment and business restructuring. We employ cross-shareholder and stable shareholder ownership as the proxy variables of the strength of a manager’s defense against market […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Empirical Research, International Corporate Governance & Regulation
Tagged Agency costs, Behavioral finance, Board monitoring, Boards of Directors, Common ownership, Decision-making, Entrenchment, Firm performance, Incentives, Institutional monitoring, International governance, Japan, Management, Managerial style, Market efficiency, Peer effects, Risk-taking, Shareholder value
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SEC’s Latest Guidance on Pay Ratio Rule
On September 21, 2017, the SEC issued guidance to assist companies in their efforts to comply with the pay ratio disclosure requirement mandated by the Dodd-Frank Act. Overall, the guidance should come as a relief to many companies. It came in three parts: The Commission’s interpretative guidance that clarifies: A basis for excluding independent contractors, by allowing […]
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Posted in Accounting & Disclosure, Executive Compensation, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Compensation disclosure, Compensation ratios, Compliance and disclosure interpretation, Dodd-Frank Act, Executive Compensation, Regulation S-K, SEC, SEC rulemaking, Securities regulation
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Merger Negotiations in the Shadow of Judicial Appraisal
As the volume of merger appraisal litigation has exploded over the last decade, so too has the debate over the desirability of appraisal and how this remedy should be structured. Much of this debate is based on untested assertions about appraisal’s ex-ante effect on the structure and pricing of takeovers. Proponents of appraisal argue that it creates […]
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Posted in Academic Research, Empirical Research, Mergers & Acquisitions
Tagged Acquisition premiums, Appraisal rights, Arbitrage, Bidders, Delaware articles, Delaware law, In re Appraisal of DFC Global, Merger litigation, Mergers & acquisitions, Minority shareholders, Takeover premiums, Target firms
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Newly Adopted Fed Rules: Limiting Buy-Side Remedies in Financial Institutions
The Board of Governors of the Federal Reserve System (the “Board”) has adopted final rules that represent a significant shift in the terms of over-the-counter derivatives, repurchase and reverse repurchase transactions and securities lending transactions. These rules will require buy-side firms to relinquish certain termination rights that have long been part of bankruptcy “safe harbors” […]
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Posted in Banking & Financial Institutions, Financial Regulation, International Corporate Governance & Regulation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Bankruptcy, Contracts, Cross-border transactions, Derivatives, Dodd-Frank Act, Federal Reserve, Financial institutions, International governance, ISDA, Jurisdiction, OTC derivatives, Repurchases, Resolution authority, Securities lending
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President Trump Blocks Chinese Acquisition of Lattice Semiconductor Corporation
On September 13, 2017, President Trump issued an Executive Order blocking the $1.3 billion acquisition of a U.S. semiconductor manufacturer, Lattice Semiconductor Corporation (“Lattice”), by a Chinese government-backed private equity fund, Canyon Bridge Capital Partners (“Canyon Bridge”). The order followed a recommendation from the Committee on Foreign Investment in the United States (“CFIUS”) that the […]
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Posted in International Corporate Governance & Regulation, Legislative & Regulatory Developments, Mergers & Acquisitions, Practitioner Publications
Tagged Acquisition agreements, CFIUS, China, Cross-border transactions, Donald Trump, Foreign firms, International governance, Mergers & acquisitions, Risk, SEC
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New Disclosure Requirements in Form ADV
The compliance date is fast approaching for the US Securities and Exchange Commission’s (“SEC”) recently adopted amendments to Part 1A of Form ADV. Initial or amended Form ADVs filed on or after October 1, 2017 (with limited exception, as discussed below) must comply with the amendments. The Part 1A amendments require advisers to provide additional […]
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Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Compliance and disclosure interpretation, Conflicts of interest, Cybersecurity, Derivatives, Disclosure, Form ADV, Investment advisers, Investment Advisers Act, Private funds, SEC, Securities regulation, Social media
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