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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
How “Shareholder Value” is Killing Innovation
Conventional wisdom holds that the primary function of the stock market is to raise cash that companies use to invest in productive capabilities. The conventional wisdom is wrong. Academic research on corporate finance shows that, compared with other sources of funds, stock markets in advanced countries have in fact been insignificant suppliers of capital to corporations. What, […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Institutional Investors
Tagged Agency costs, Equity-based compensation, Executive Compensation, Incentives, Innovation, Long-Term value, Repurchases, Shareholder value, Short-termism
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Dissident Uses Disclosure Litigation as an Offensive Tactic in Successful Proxy Contest
In a recent proxy contest, a dissident stockholder brought a lawsuit against the company claiming that the company’s disclosures about certain incumbent directors were deficient. The court agreed, and enjoined the company’s annual stockholders meeting until at least 10 days after the company supplemented its disclosures. As a result of the court’s ruling, Institutional Shareholder […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Court Cases, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Conflicts of interest, Delaware cases, Delaware law, Disclosure, Duty of candor, Institutional Investors, Institutional Shareholder Services Inc., Materiality, Proxy contests, Shareholder voting
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Recent Cases Demonstrate Need for Blockchain
A recent Delaware bill is poised to allow private Delaware corporations “use networks of electronic databases (examples of which are described currently as “distributed ledgers” or a “blockchain”) for the creation and maintenance of corporate records, including the corporation’s stock ledger.” The bill is a significant step towards the mainstream adoption of blockchain technology, which […]
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Posted in Mergers & Acquisitions, Practitioner Publications, Securities Regulation
Tagged Accounting, Appraisal rights, Beneficial owners, Blockchain, Clearing houses, Delaware law, DGCL, DGCL Section 262, Equity offerings, Financial technology, Mergers & acquisitions, Ownership, Securities regulation, Short sales
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Federal Class Action Securities Fraud Filings Hit Record Pace in H1 2017
Executive Summary Federal class action securities fraud filings hit a record pace in the first half of 2017. Over the past 18 months, more securities fraud class actions have been initiated in federal court than in any equivalent period since enactment of the Private Securities Litigation Reform Act of 1995 (PSLRA). Number and Size of […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged California, Class actions, Delaware cases, Merger litigation, Securities fraud, Securities litigation, State law
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Equity Issuances and Agency Costs: The Telling Story of Shareholder Approval Around the World
In the United States and a few other countries, management typically needs only board of director approval to issue common stock. But in most countries by law or stock-exchange rule, shareholders must vote to approve equity issuances undertaken by a certain method or exceeding a specified fractional threshold. In some countries shareholders must approve all […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, International Corporate Governance & Regulation, Securities Regulation
Tagged Adverse selection, Agency costs, Capital markets, Equity offerings, International governance, Management, Market reaction, Securities regulation, Shareholder rights, Shareholder value, Shareholder voting, Signaling
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You Want Mandatory Arbitration in your Charter? Hey, Just Ask!
This is the opening paragraph from Tuesday’s column by Alison Frankel, one of my favorite legal columnists/bloggers: This could be the start of something huge: Securities and Exchange Commissioner Michael Piwowar said in a speech Monday to the Heritage Foundation that the SEC is open to the idea of allowing companies contemplating initial public offerings to include […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Arbitration, Charter & bylaws, Class actions, SEC, SEC rulemaking, Securities litigation, Securities regulation
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Sunrise, Sunset: An Empirical and Theoretical Assessment of Dual-Class Stock Structures
The decades-old debate on dual-class stock structures in the United States has recently come to a head again as entrepreneurs are adopting such structures with increasing frequency and institutional investors are mounting a concerted effort to have them prohibited, abandoned or excluded from equity indexes. The debate is ill-informed, however, as the actual terms of […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Empirical Research
Tagged Accountability, Agency costs, Controlling shareholders, Dual-class stock, Index funds, Institutional Investors, IPOs, Long-Term value, Management, Ownership, Ownership structure, Private ordering, Shareholder value
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DFC Global: Delaware Supreme Court Strongly Endorses Reliance on Merger Price
In DFC Global v. Muirfield (Aug. 1, 2017), the Delaware Supreme Court, en banc, reversed the Court of Chancery’s appraisal decision involving the acquisition of DFC Global Corp., a publicly traded payday lending firm, by a private equity firm, and remanded the case for further consideration by the Court of Chancery. In its opinion below, […]
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Posted in Accounting & Disclosure, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Accounting, Acquisition premiums, Appraisal rights, Delaware cases, Delaware law, Fair values, Fairness review, Mergers & acquisitions
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Say-on-Pay: Is Anybody Listening?
Populist anger in the U.S., Europe, and Australia has triggered an ongoing debate about whether executives receive excessive compensation, and if so, how to control it. Several countries have instituted say-on-pay rules (shareholders’ right to vote on executive compensation) aimed at reducing excessive compensation. Determining the effectiveness of say-on-pay is difficult because its tenets vary […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Executive Compensation, Securities Regulation
Tagged Europe, Executive Compensation, Executive performance, International governance, OECD, Pay for performance, Say on pay, Securities regulation, Shareholder activism, Shareholder proposals, Shareholder rights
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