-
Supported By:
Subscribe or Follow
HLS Faculty & Senior Fellows
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
Federal Bill Attempts to Silence Investors
A broad coalition of state fiduciaries joined New York State Comptroller Thomas P. DiNapoli and New York City Comptroller Scott Stringer [on June 6, 2017] in issuing a Joint Statement on Defending Fundamental Shareowner Rights in strong support of the use of shareholder proposals as an essential tool in maintaining corporate transparency and accountability. The Statement is in response […]
Click here to read the complete post
Posted in Corporate Elections & Voting, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Accountability, CHOICE Act, Institutional Investors, New York, Public firms, SEC, Securities regulation, Shareholder proposals, Shareholder rights, Transparency, US House
Comments Off on Federal Bill Attempts to Silence Investors
Ten Questions Every Board Should Ask in Overseeing Cyber Risks
Those who work in the cybersecurity industry believe that there are two types of companies in the United States: “those that have been hacked and those that don’t know they’ve been hacked.” Indeed, more and more companies are experiencing data breaches, and it seems that hardly a week goes by without a data breach reported […]
Click here to read the complete post
Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged Board monitoring, Boards of Directors, Cybersecurity, Management, Oversight, Privacy, Reputation, Risk, Risk management, Risk oversight
Comments Off on Ten Questions Every Board Should Ask in Overseeing Cyber Risks
Just How Iron-Clad are Contractual Rights to Payment On Preferred Stock of a Solvent Company?
Minority equity investments in public companies are on the rise. These are often structured as an investment in convertible preferred stock to give the investor a senior position to other equity while preserving equity upside through the ability to convert to common stock. This trend is likely sparked by a search for higher yield than […]
Click here to read the complete post
Posted in Bankruptcy & Financial Distress, Practitioner Publications
Tagged Contracts, Covenants, Debt, Debt contracts, Delaware law, Dividends, Dual-class stock, Fiduciary duties, Leverage
Comments Off on Just How Iron-Clad are Contractual Rights to Payment On Preferred Stock of a Solvent Company?
Below-the-Merger-Price Appraisal Results and the SWS Decision
In In re Appraisal of SWS Group Inc. (May 30, 2017), the Delaware Court of Chancery, relying on a discounted cash flow analysis, determined that the appraised “fair value” of SWS Group, Inc. (the “Company”) was below the merger price paid by acquiror Hilltop Holdings, Inc. The court’s determination of fair value was 7.8% below the value of the […]
Click here to read the complete post
Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Accounting, Appraisal rights, Arbitrage, Delaware cases, Delaware law, Fair values, Firm valuation, Hedge funds, Merger litigation, Mergers & acquisitions
Comments Off on Below-the-Merger-Price Appraisal Results and the SWS Decision
Is Board Compensation Excessive?
In our article, Is Board Compensation Excessive? (forthcoming in the Journal of Corporate Finance), we examine whether board members are overpaid. We also consider whether excessive compensation of directors affects their ability to monitor. We address these issues by carefully constructing a model to predict director compensation. We then identify the presence and magnitude of […]
Click here to read the complete post
Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Empirical Research, Executive Compensation
Tagged Agency costs, Board independence, Board monitoring, Board performance, Boards of Directors, Director compensation, Entrenchment, Executive Compensation, Executive turnover, Firm performance, Oversight, Pay for performance
Comments Off on Is Board Compensation Excessive?
Déjà Vu: Model Risks in the Financial Choice Act
On June 8, 2017, the Financial Choice Act of 2017 was passed by the House of Representatives, following a CBO analysis dated May 10, 2017. But both the CBO analysis and the House bill fail to address model risks for depository institution holding companies (DIHCs) that date back to 1999 and the creation of large […]
Click here to read the complete post
Posted in Accounting & Disclosure, Banking & Financial Institutions, Financial Crisis, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Banks, CHOICE Act, Failed banks, FDIC, Financial institutions, Financial regulation, Information asymmetries, Information environment, Recovery & resolution plans, Securities regulation, SIFIs, Systemic risk, Too big to fail
Comments Off on Déjà Vu: Model Risks in the Financial Choice Act
A Modest Proposal? Treasury’s Report on Bank Regulation
The Trump Administration’s latest substantive recommendations on modifications to the U.S. financial regulatory regime strike a modest and practical tone, rather than “doing a big number” on the current state of regulation. On June 12, 2017, the Treasury Department released the first of several reports in response to President Trump’s Executive Order 13772, which called […]
Click here to read the complete post
Posted in Banking & Financial Institutions, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Banks, Capital markets, Capital requirements, CHOICE Act, Compliance and disclosure interpretation, Donald Trump, Financial crisis, Financial institutions, Financial regulation, Liquidity, Oversight, Stress tests, Systemic risk, Treasury Department, Volcker Rule
Comments Off on A Modest Proposal? Treasury’s Report on Bank Regulation
Treasury Department Issues Recommendations on Reforming the U.S. Financial System
On June 12, 2017, the U.S. Department of the Treasury issued recommendations for streamlining banking regulation and changing key features of the Dodd-Frank Act and other measures taken by regulators following the 2008 financial crisis. The recommendations are included in the first of a series of reports to President Trump pursuant to an Executive Order […]
Click here to read the complete post
Posted in Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Banks, Capital requirements, CFPB, CHOICE Act, Financial institutions, Financial regulation, Foreign banks, Liquidity, Mortgage lending, Securities regulation, Stress tests, Systemic risk, Treasury Department, Volcker Rule
Comments Off on Treasury Department Issues Recommendations on Reforming the U.S. Financial System
What Is the Business of Business?
In 1970, Milton Friedman famously argued that the only social responsibility of business was to maximize profits. These profits, if only returned to the firm’s owners (the shareholders, on whose behalf the management should rightfully act), could be put to charitable purposes as shareholders saw fit. By essentially delegating the task of collecting and disbursing […]
Click here to read the complete post
Posted in Academic Research, Comparative Corporate Governance & Regulation, Corporate Social Responsibility
Tagged Agency model, Capital markets, Charitable spending, Corporate Social Responsibility, Firm performance, Market efficiency, Nonprofits, Philanthropy, Profitability, Public interest
Comments Off on What Is the Business of Business?
Weekly Roundup: June 16–June 22, 2017
What Determines Participation in Corporate Voting? Posted by Konstantinos E. Zachariadis, Queen Mary University of London, on Friday, June 16, 2017 Tags: Behavioral finance, Blockholders, Fiduciary duties, Information environment, Institutional Investors, Ownership structure, Shareholder elections, Shareholder proposals, Shareholder voting Chancery Court Suggests Rights Offerings May Limit Liability in Certain Transactions Posted by Meredith E. Kotler and Mark E. McDonald, Cleary, Gottlieb, Steen & Hamilton LLP, […]
Click here to read the complete post
Posted in Weekly Roundup
Tagged Weekly Roundup
Comments Off on Weekly Roundup: June 16–June 22, 2017