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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
Are Shareholder Proposals on Climate Change Becoming a Thing?
Are we witnessing the beginning of a new trend? The history of shareholder proposals to enhance disclosure regarding climate change has been a dismal one. But suddenly, this proxy season, we have climate change proposals succeeding at two—and, as of [May 31, 2017], three—major companies. Is this the start of something big? The proposals asked […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged CalPERS, Climate change, Decision-making, Disclosure, Environmental disclosure, ESG, Institutional Investors, Long-Term value, Proxy advisors, Risk assessment, Shareholder proposals, Shareholder voting, Sustainability
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Skin or Skim? Inside Investment and Hedge Fund Performance
Our paper, Skin or Skim? Inside Investment and Hedge Fund Performance, publically available on SSRN, examines the decision of insiders to allocate private capital between funds under their control, and the impact of this “skin in the game” on returns received by outside investors. Delegated asset managers are commonly thought of being compensated only through […]
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Posted in Academic Research, Empirical Research, Private Equity
Tagged Agency costs, Asset management, Conflicts of interest, Fund managers, Hedge funds, Incentives, Institutional Investors, Investment advisers, Management, Ownership, Private equity, Skin in the game
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Delaware Appraisal at a Crossroads?
The Delaware Supreme Court heard argument recently in the appraisal proceeding arising out of the 2014 acquisition of DFC Global Corporation by Lone Star, a private equity firm. The Court of Chancery had found that the statutory “fair value” of DFC was higher than the deal price, based on a tripartite equal weighting of the […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Private Equity
Tagged Acquisition premiums, Acquisitions, Appraisal rights, Arbitrage, Bidders, Delaware cases, Delaware law, Fair values, Hedge funds, In re Appraisal of DFC Global, Leveraged acquisitions, Mergers & acquisitions, Private equity
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Letter to Paul Ryan: The Financial CHOICE Act of 2017
May 17, 2017 The Honorable Paul Ryan Longworth House Office Building, Room 1233 United States House of Representatives Washington, DC 20515-4901 Re: The Financial CHOICE Act of 2017 Dear Speaker Ryan: On behalf of the Council of Institutional Investors and the undersigned investors, I am writing to share with you our concerns about several provisions […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Capital markets, CHOICE Act, Institutional Investors, Proxy advisors, SEC, Securities regulation, Shareholder proposals, Shareholder voting, US House
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Corporate Liquidity, Acquisitions, and Macroeconomic Conditions
One of the most important decisions a financial manager must make is to determine how liquid his firm’s balance sheet should be. More liquidity means that a firm can make investment decisions without having to raise external capital. Consequently, liquidity on the balance sheet is most valuable to a firm when the cost of external […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, Mergers & Acquisitions, Private Equity
Tagged Acquisitions, Agency costs, Capital markets, Cash flows, Liquidity, Macroeconomics, Market conditions, Market efficiency, Merger waves, Mergers & acquisitions, Private equity
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Changing Attitudes: The Stark Results Of Thirty Years Of Evolution In Delaware M&A Litigation
Beginning in 1985, the Delaware Supreme Court created a new framework for judicial review of decisions made by boards of directors when considering third-party mergers and acquisitions. Ever since, third-party M&A events, both hostile and friendly, have been reviewed using an intermediate standard known as enhanced scrutiny. Under that standard, the defendant directors bear the […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Delaware law, Fiduciary duties, Go-shop, In re Revlon, Institutional Investors, Investor protection, Merger litigation, Mergers & acquisitions, Shareholder suits, Shareholder voting, Unocal standard
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Shareholder Proposals: Evidence of Private Ordering Supplanting Public Policy?
Earlier this [month], ExxonMobil released a preliminary tally revealing that 62.3 percent of shareholders supported a non-binding shareholder resolution calling for “an annual assessment of the long-term portfolio impacts of technological advances and global climate change policies, at reasonable cost and omitting proprietary information.” A similar proposal filed just last year garnered only 38.1 percent […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Climate change, Environmental disclosure, ESG, Institutional Investors, Private ordering, Proxy advisors, Shareholder proposals, Shareholder voting, Sustainability
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PCAOB Approves Expanded Auditor’s Report
On June 1, 2017, the Public Company Accounting Oversight Board voted to adopt a new auditing standard that, if approved by the Securities and Exchange Commission, will significantly expand the current auditor’s report. The new report will augment the traditional pass/fail opinion with a discussion of “critical audit matters” (CAMs), disclosure of the auditor’s tenure […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation
Tagged Accounting, Accounting standards, Audit committee, Audits, Disclosure, Financial reporting, Form 10-K, International governance, Management, Oversight, PCAOB, Risk assessment, SEC, Securities regulation, UK
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The Voice: The Minority Shareholder’s Perspective
Minority shareholders tend not to participate in the decision-making process of public companies with a controlling shareholder, and their voice is rarely heard. Even when they disagree with how the company is being managed, they prefer to express this dissatisfaction through exit, i.e., by selling their shares, rather than by expressing their voice at a […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Corporate Elections & Voting
Tagged Accountability, Controlling shareholders, Corporate forms, Entrenchment, Institutional Investors, Long-Term value, Minority shareholders, Oversight, Ownership structure, Shareholder rights, Shareholder voting, Short-termism
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