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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
Communications Challenges for the Post-Activist Proxy Contest World
The New Normal for Activist Investor Campaigns Over the past several years, the end game for activist investor campaigns has increasingly become a consensual settlement of some sort, rather than a proxy contest to “the death”. In 2016, 45 percent of activist proxy contests ended in a settlement, up from 35 percent in 2012. Looking […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Board communication, Boards of Directors, Engagement, Hedge funds, Institutional Investors, Proxy advisors, Proxy contests, Proxy fights, Settlements, Shareholder activism, Shareholder voting
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Board to Death: How Busy Directors Could Cause the Next Financial Crisis
By any measure, corporate directors lead exceptionally busy lives. Many directors hold full-time executive positions, and most serve on the board of at least one other company. Academics and policymakers debate whether directors’ outside professional commitments enhance or detract from their governance abilities. Directors, on one hand, might acquire valuable knowledge and practice by serving […]
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Posted in Academic Research, Banking & Financial Institutions, Boards of Directors, Comparative Corporate Governance & Regulation
Tagged Banks, Board composition, Board monitoring, Board performance, Boards of Directors, Financial institutions, Misconduct, Overboarding, Oversight, Risk oversight, Risk-taking, Wells Fargo
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The Search for a Long-Term Premium
Jaap van Dam, principal director of investment strategy at PGGM, one of the world’s largest asset owners known for its commitment to long-horizon investing, once asked what he called the million-dollar question: “Can we be reasonably certain that we will be rewarded for being a long-horizon investor? Because, if we’re not, then why bother?” A […]
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Posted in Institutional Investors, Practitioner Publications
Tagged Asset management, Engagement, Institutional Investors, Investor horizons, Liquidity, Long-Term value, Shareholder activism, Shareholder value, Short-termism
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Balancing the Governance of Financial Institutions
Banking regulation is first and foremost preoccupied with the problem of excessive risk-taking by banks and other leveraged financial institutions, which can lead to bank runs and panics and their resulting high economic costs. In recent decades, regulators have sought to curb bank risk-taking almost exclusively through external “safety and soundness” regulations, emphasizing capital requirements, […]
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Posted in Academic Research, Banking & Financial Institutions, Financial Crisis, Financial Regulation
Tagged Agency costs, Banks, Dodd-Frank Act, Failed banks, Fiduciary duties, Financial institutions, Financial regulation, Incentives, Risk, Risk oversight, Shadow banking, Shareholder primacy, Systemic risk
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Kokesh Raises Questions About Declinations with Disgorgement Under the FCPA Pilot Program
On June 16, 2017, the United States Department of Justice issued a declination letter to Linde North America Inc. and Linde Gas North America LLC (collectively, “Linde”), American subsidiaries of a German multinational chemical company, closing an investigation against Linde for potential violations of the Foreign Corrupt Practices Act (“FCPA”). As part of the declination, […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Anti-corruption, Disgorgement, DOJ, FCPA, Misconduct, SEC, SEC enforcement, Securities enforcement, Supreme Court
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SEC Chairman Clayton on His Agenda
SEC Chairman Jay Clayton gave his first public address [on July 12, 2017], with some meaningful remarks directed at public company regulations. The long-term interest of the Main Street Investor (the term is not defined but capitalized in his speech) is the cornerstone of how the SEC will measure whether it is being true to its mission […]
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Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Compliance and disclosure interpretation, Cybersecurity, Disclosure, Investor protection, Public firms, SEC, SEC rulemaking, Securities regulation, Transparency
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Lighting Our Capital Markets
I am so pleased to be with you today [July 11, 2017]. We all share an interest in ensuring that our markets are healthy. Strong and resilient markets are vital to having a strong and resilient economy. Before I go further, let me pause to say that I am speaking today as an individual Commissioner […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation, Speeches & Testimony
Tagged Algorithmic trading, Capital formation, Capital markets, Dark pools, High-frequency trading, Information environment, Market efficiency, Private firms, SEC, SEC enforcement, Securities Act, Securities regulation, Transparency
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Weekly Roundup: July 7–13, 2017
The Law & Brexit XII Posted by Thomas J. Reid, Davis Polk & Wardwell LLP, on Friday, July 7, 2017 Tags: Banks, Brexit, Clearing houses, Derivatives, ESMA, EU, Europe, Financial institutions, Financial regulation, International governance, Oversight, Systemic risk, UK How Your Board Can Be Ready for Crisis Posted by Paula Loop, PricewaterhouseCoopers LLP, on Friday, July 7, 2017 Tags: Board monitoring, Boards of Directors, Cybersecurity, Management, Oversight, Reputation, Risk, Risk management, Risk oversight British Prosecutors Criminally Charge Global Bank […]
Click here to read the complete postThe Long Arm of the MAC
Dealmakers have long recognized the implications of a Material Adverse Effect (MAE/MAC) standard in a merger agreement. As the Delaware court noted in the Hexion case, a buyer asserting an MAC condition “faces a heavy burden when it attempts to invoke a material adverse effect clause in order to avoid its [contractual] obligation.” In a recent […]
Click here to read the complete postInelastic Labor Markets and Directors’ Reputational Incentives
In our recent paper, Inelastic Labor Markets and Directors’ Reputational Incentives, we examine the extent to which independent directors on corporate boards face consequences for their individual performance and how these consequences, in turn, shape directors’ incentives. Prior studies of directors’ incentives largely focus on collective performance measures that are necessarily common to all directors at a given firm (e.g., […]
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Posted in Academic Research, Boards of Directors, Empirical Research, Executive Compensation, Institutional Investors
Tagged Accountability, Agency costs, Board independence, Board monitoring, Board performance, Boards of Directors, Executive Compensation, Firm performance, Incentives, Institutional Investors, Labor markets, Pay for performance, Reputation
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