-
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
House Approves Financial CHOICE Act
On June 8, the House of Representatives passed a revised version of the Financial CHOICE Act (the “Act,” available here) in a 233-186 vote. The Act would repeal or modify significant portions of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) and addresses a wide range of other financial regulations. […]
Click here to read the complete post
Posted in Banking & Financial Institutions, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Bank Holding Company Act, Capital markets, CFPB, CHOICE Act, Debt-equity ratio, Dodd-Frank Act, FDIC, Federal Reserve, Financial institutions, Financial regulation, FSOC, Liquidation, Securities regulation, SIFIs, Stress tests, US House, Volcker Rule
Comments Off on House Approves Financial CHOICE Act
Balancing the Tension: Current Topics in Executive Compensation
Executive compensation programs at major U.S. companies are crucial for economic success—both for the companies and the economy at large. The topic is complex and controversial, however, with criticisms aimed at the magnitude of pay packages and purported misalignment of compensation with corporate performance and shareholder returns. This contentious environment has been exacerbated by a […]
Click here to read the complete post
Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Compensation committees, Compensation disclosure, Compensation ratios, Executive Compensation, Institutional Investors, Proxy advisors, Say on pay, Shareholder voting
Comments Off on Balancing the Tension: Current Topics in Executive Compensation
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 […]
Click here to read the complete post
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
Comments Off on Are Shareholder Proposals on Climate Change Becoming a Thing?
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 […]
Click here to read the complete post
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
Comments Off on Skin or Skim? Inside Investment and Hedge Fund Performance
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 […]
Click here to read the complete post
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
Comments Off on Delaware Appraisal at a Crossroads?
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 […]
Click here to read the complete post
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
Comments Off on Letter to Paul Ryan: The Financial CHOICE Act of 2017
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 […]
Click here to read the complete post
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
Comments Off on Corporate Liquidity, Acquisitions, and Macroeconomic Conditions
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 […]
Click here to read the complete post
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
Comments Off on Changing Attitudes: The Stark Results Of Thirty Years Of Evolution In Delaware M&A Litigation
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 […]
Click here to read the complete post
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
Comments Off on Shareholder Proposals: Evidence of Private Ordering Supplanting Public Policy?