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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 Leidos Mixup and the Misunderstood Duty to Disclose in Securities Law
The U.S. Supreme Court recently granted certiorari in a significant securities law case, Leidos, Inc. v. Indiana Public Retirement System (Leidos). The legal question presented in Leidos is whether a regulation issued by the Securities and Exchange Commission (SEC), Item 303 of Regulation S-K (Item 303), creates a duty to disclose that is actionable under the anti-fraud provision set […]
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Posted in Academic Research, Accounting & Disclosure, Court Cases, Securities Litigation & Enforcement, Securities Regulation
Tagged Disclosure, Management, Rule 10b-5, SEC, SEC enforcement, Securities enforcement, Securities fraud, Securities litigation, Supreme Court, U.S. federal courts
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DOL Fiduciary Rule: Impact and Action Steps
With the survival of the US Department of Labor’s (DOL) new fiduciary rule (at least for now) and the applicability date (June 9, 2017) now behind us, plan sponsors who have not already begun to do so should take steps to ensure compliance in light of the changes resulting from the rule. Fortunately, the implementation […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation
Tagged 401(k), Conflicts of interest, Contracts, DOL, ERISA, Fiduciary rule, Investment advisers, Retirement plans, Securities regulation
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Weekly Roundup: July 14–20, 2017
Lighting Our Capital Markets Posted by Kara M. Stein, U.S. Securities and Exchange Commission, on Friday, July 14, 2017 Tags: 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 SEC Chairman Clayton on His Agenda Posted by Ning Chiu, Davis Polk & Wardwell LLP, on Friday, July 14, 2017 Tags: Compliance and disclosure interpretation, Cybersecurity, Disclosure, Investor protection, Public firms, SEC, SEC […]
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There is an extensive theoretical discussion whether risk-taking incentives play a role in executive pay. In our article How Important are Risk-Taking Incentives in Executive Compensation? forthcoming in the Review of Finance), we analyse the problem with a calibration of a principal-agent model to observed contracts. We show that including risk-taking incentives does help to explain observed […]
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Posted in Academic Research, Empirical Research, Executive Compensation
Tagged Agency model, Contracts, Executive Compensation, Executive performance, Incentives, Management, Manager characteristics, Risk-taking, Stock performance
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“Pre-Populated” Proxy Protocols and the Narrowing of Proxy Participation
How many directors of U.S. publicly traded corporations are aware that the institutional investors that dominate share ownership, may utilize “pre-populated” voting instructions on shareholder vote issues rather than make individualized proxy vote decisions based on a reading of the issuer’s proxy statement? I submit that very few are aware. And perhaps fewer still are […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Glass Lewis, Institutional Investors, ISS, Proxy advisors, Proxy materials, Proxy voting, SEC, Securities regulation, Shareholder voting, Transparency
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Developments in the Asset Management Industry
Over the last two decades, the asset management industry has witnessed dramatic developments in both industrial organization and product offerings. Two or three decades ago, the industry was dominated by small asset managers primarily offering active portfolio management services. Today, the industry is significantly more concentrated and the leading products are index-based passive investment vehicles. […]
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Posted in Academic Research, Empirical Research, Institutional Investors
Tagged Arbitrage, Asset management, Capital markets, Derivatives, Exchange-traded funds, Fund managers, Hedge funds, Institutional Investors, Liquidity, Market efficiency, Market reaction, Ownership, Stock mispricing
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The Delightful Dozen: Top Governance Advances in 2017
Sometimes, watching corporate governance standards evolve seems like watching a glacier flow—and at other times it’s like witnessing a flash fire develop. Now that the 2017 proxy season in many global markets has come and gone, and many companies have made their updated governance disclosures for the year, we thought it is the ideal time […]
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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Audit committee, Board composition, Boards of Directors, Canada, Compensation disclosure, Diversity, Europe, Institutional Investors, International governance, ISS, Proxy access, Shareholder voting, UK
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Hedge Fund Activism and the Revision of the Shareholder Rights Directive
In my recent ECGI working paper, Hedge Fund Activism and the Revision of the Shareholder Rights Directive (SRD), I investigate whether the revised SRD promotes shareholder activism in Europe, as it intends to do. I find that the SRD includes a number of curbs to hedge fund activism for want of a longer-term engagement by […]
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Posted in Academic Research, Corporate Elections & Voting, Institutional Investors, International Corporate Governance & Regulation
Tagged Agency costs, Asset management, Capital markets, Dual-class stock, EU, Europe, Fund managers, Hedge funds, Index funds, Institutional Investors, International governance, Long-Term value, Shareholder activism, Shareholder rights, Shareholder value, Short-termism
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The Looming Specter: Post-Closing Fraud Claims in Private Company M&A Litigation
So-called “reliance disclaimers” and “fraud carve-outs” in private company purchase agreements—designed, respectively, to preclude and preserve certain types of post-closing fraud claims—have taken on increased prominence for transactional lawyers drafting such agreements with an eye toward certainty of remedies in potential post-closing disputes. And with good reason. Few issues have permeated private company M&A litigation […]
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Posted in Mergers & Acquisitions, Practitioner Publications
Tagged Acquisition agreements, Contracts, Delaware law, Forum selection, Jurisdiction, Liability standards, Merger litigation, Mergers & acquisitions, Reliance, State law
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CalPERS v. IAC: Clear Win for Investors Protecting Shareholder Voting Rights
Last Friday, litigation by the California Public Employees’ Retirement System against IAC/InterActiveCorp and its chairman, Barry Diller, achieved a significant victory for shareholder voting rights. After months of contentious litigation, defendants effectively conceded the case by abandoning their plan to entrench Diller’s control of the company by issuing a new class of non-voting stock. CalPERS […]
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Posted in Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged CalPERS, Dual-class stock, Fiduciary duties, Institutional Investors, Ownership, Private benefits of control, Shareholder rights, Shareholder suits, Shareholder voting
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