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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
Divided Second Circuit Panel Overrules Prior Newman Insider Trading Decision
On [August 23, 2017], in United States v. Martoma, the United States Court of Appeals for the Second Circuit overruled its own 2014 decision in United States v. Newman and altered the standard for determining whether the personal benefit element of insider trading has been satisfied. The decision had been eagerly anticipated as a key test […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Inside information, Insider trading, Liability standards, SEC, SEC enforcement, Securities enforcement, Supreme Court, U.S. federal courts
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Delaware Supreme Court Reverses Chancellor’s Chicago Bridge Ruling
In a much-anticipated decision, on June 27, 2017, the Supreme Court of Delaware reversed the Chancery Court’s ruling in Chicago Bridge v. Westinghouse The Delaware Supreme Court determined that an independent auditor appointed to resolve purchase price adjustment disputes did not have a “wide-ranging brief to adjudicate all disputes” under the Purchase Agreement but, rather, “one confined […]
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Posted in Accounting & Disclosure, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Accounting, Accounting standards, Acquisition agreements, Audits, Contracts, Delaware cases, Delaware law, External auditors, GAAP, Indemnification, Liability standards, Merger litigation, Mergers & acquisitions
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Companies Should Maximize Shareholder Welfare Not Market Value
There is a big debate in Washington about the attempt in many states to restrict people’s ability to vote in political elections. Yet, there is almost complete silence about a more imminent and no less important form of vote suppression: the attempt to limit shareholder votes introduced in the Financial Choice Act, approved by the […]
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Posted in Academic Research, Corporate Elections & Voting, Corporate Social Responsibility, HLS Research, Institutional Investors, Securities Regulation
Tagged CHOICE Act, Corporate Social Responsibility, ESG, Institutional Investors, Securities regulation, Shareholder value, Shareholder voting
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The Evolution and Current State of Director Compensation Plans
Over the past 20 years, there has been a major shift in how large public companies have compensated their outside Directors. These changes have included the elimination of Board meeting fees, granting of equity compensation in the form of full-value shares, the elimination of Director retirement plans and other perquisites, adoption of stock ownership guidelines […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Practitioner Publications
Tagged Board meetings, Boards of Directors, Compensation committees, Director compensation, Equity-based compensation, Incentives, Surveys
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CSX Attracts New CEO and Stock Price Rises Sharply
In 2017, CSX Corporation, a leading railroad company, paid or committed to pay (subject to certain conditions) over $200 million (including grant-date value of a stock option discussed below) to attract E. Hunter Harrison as its new chief executive officer. On January 18, 2017, Canadian Pacific Railway Limited announced that Mr. Harrison was resigning as […]
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Posted in Academic Research, Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Executive Compensation
Tagged Boards of Directors, Equity-based compensation, Executive Compensation, Executive performance, Executive value, Firm performance, Management, Management contracts, Shareholder activism, Shareholder value
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CFOs on Boards: Higher Pay, Lower Performance
A top corporate executive serving on another company’s board of directors may provide strategic advantages for both the executive and the company. With the additional perspective gained from unique sets of issues faced by another company, he or she may bring back valuable insights that can help improve strategy and operations. In addition, for the […]
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Posted in Boards of Directors, Executive Compensation, Practitioner Publications
Tagged Agency costs, Boards of Directors, CFOs, Executive Compensation, Management, Outside directors, Overboarding, Shareholder value, TSR
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NYDFS Cybersecurity Regulations Take Effect
New York’s new cybersecurity regulations (the “Regulations”) become effective on August 28, 2017, marking a significant milestone in what is likely to be a new era in cybersecurity regulation on both a national and international level. As governments grapple with how best to address cyber threats to their citizens, businesses and national security, there is […]
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Posted in Accounting & Disclosure, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Accounting, Compliance and disclosure interpretation, Cybersecurity, Financial regulation, New York, Risk, Risk assessment, State law
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Corporate Governance—the New Paradigm
This week witnessed two very significant developments in the new paradigm for corporate governance, one in the U.S. and one in the U.K. Both will have cross-border impact. Both have the purpose of promoting investment to achieve sustainable long-term investment and growth. In the U.K., government proposals for corporate governance reform center on (1) better aligning executive […]
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Posted in Boards of Directors, Executive Compensation, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Board independence, Boards of Directors, Compensation ratios, Engagement, Executive Compensation, Fiduciary duties, International governance, Long-Term value, Public interest, Shareholder activism, Shareholder value, Short-termism, UK, Vanguard
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Political Uncertainty and Firm Disclosure
Recently, there has been an increasing focus on how political uncertainty affects economic activity. Elections, in particular, generate uncertainty regarding future governmental policies that could impact firm cash flows. Academic research shows that firms often respond by reducing capital raising and investment activities (e.g., Baker et al., 2016; Jens, 2017). Importantly, declines in real activity […]
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Posted in Academic Research, Accounting & Disclosure, Comparative Corporate Governance & Regulation, Empirical Research
Tagged Capital markets, Disclosure, Filings, Form 8-K, Information asymmetries, Information environment, Management, Market conditions, Market reaction, SEC, Transparency, Voluntary Disclosure
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