-
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
Supreme Court Reaffirms Corporate Defendants Subject to Personal Jurisdiction Only “At Home”
On May 30, 2017, the U.S. Supreme Court strongly reaffirmed the Daimler rule that a corporate defendant is typically subject to general personal jurisdiction only in its place of incorporation and its principal place of business. Ruling 8-1 in BNSF Railway Co. v. Tyrrell, the Court also indicated that any exceptions to this rule will be […]
Click here to read the complete post
Posted in Court Cases, Practitioner Publications
Tagged Delaware law, Forum selection, Incorporations, Jurisdiction, Montana, State law, Supreme Court
Comments Off on Supreme Court Reaffirms Corporate Defendants Subject to Personal Jurisdiction Only “At Home”
M&A Activism: A Special Report
The Board Perspective Pre-announcement preparations for shareholder approvals have become an increasingly onerous process, putting new strains on independent directors and management teams alike. Today, boards prepare early, knowing the robustness of the process will be closely monitored. Responses for various eventualities in which an activist emerges are tested. A smooth rollout, including the official […]
Click here to read the complete post
Posted in Boards of Directors, Corporate Elections & Voting, Mergers & Acquisitions, Practitioner Publications
Tagged Acquisitions, Boards of Directors, Hostile takeover, Mergers & acquisitions, Proxy advisors, Proxy contests, Proxy voting, Shareholder activism, Shareholder voting
Comments Off on M&A Activism: A Special Report
Toe Hold Collaborations Beyond Insider Trading
In my article, Toe Hold Collaborations beyond Insider Trading, recently made available on SSRN (forthcoming in the NYU Journal of Law & Business) I analyze the novel practice of investors co-purchasing toeholds (“TH”) and show that this practice can include profit sharing arrangements that distort the parties’ incentives and may lead to inefficient outcomes. With […]
Click here to read the complete post
Posted in Academic Research, Empirical Research, Mergers & Acquisitions
Tagged Acquisitions, Bidders, Exchange Act, Incentives, Information asymmetries, Insider trading, Market efficiency, Mergers & acquisitions, Poison pills, Rule 13d-3, Shareholder activism, Takeover defenses, Takeovers, Target firms, Tender offer
Comments Off on Toe Hold Collaborations Beyond Insider Trading
The CEO Pay Ratio Beyond Dodd Frank: Live and Local
Spring is in the air, and executive compensation consultants are busy reading a cascade of public filings and proxy advisor reports as we analyze and are asked to predict trends in executive pay in 2017 and beyond. One of the most common questions in executive compensation this year concerns what will become of the Dodd-Frank […]
Click here to read the complete post
Posted in Accounting & Disclosure, Executive Compensation, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Compensation disclosure, Compensation ratios, Dodd-Frank Act, Executive Compensation, Jurisdiction, Management, Public interest, SEC, Securities regulation, State law, Taxation
Comments Off on The CEO Pay Ratio Beyond Dodd Frank: Live and Local
The 200 Highest-Paid CEOs in 2016
The New York Times recently published its coverage of the annual Equilar 200 study, which analyzes the largest pay packages awarded to CEOs at U.S. public companies. The 2017 Equilar 200 marks the 11th consecutive year of a partnership with The New York Times to analyze data on pay awards for these high-profile executives. The […]
Click here to read the complete postFive-Year Statute of Limitations Applies to Claims for Disgorgement Brought by the SEC
The Supreme Court ruled [June 5, 2017] that claims for disgorgement brought by the SEC are governed by a five-year statute of limitations. The Court’s unanimous opinion in Kokesh v. SEC, No. 16-529, slip op. at 5 (U.S. June 5, 2017) (Sotomayor, J.), held that disgorgement, as it is applied in SEC enforcement proceedings, operates […]
Click here to read the complete post
Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Disgorgement, SEC, SEC enforcement, Securities damages, Securities enforcement, Statute of limitations, Supreme Court
Comments Off on Five-Year Statute of Limitations Applies to Claims for Disgorgement Brought by the SEC
Compensation Goals and Firm Performance
In the article Compensation Goals and Firm Performance which is forthcoming in the Journal of Financial Economics, we study the growing use of specific performance goals in top executive compensation packages. A recent survey by the consulting firm Hay Group found that more than half of the CEOs in their study have compensation tied to explicit goals, […]
Click here to read the complete post
Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research, Executive Compensation
Tagged Equity-based compensation, Executive Compensation, Executive performance, Firm performance, Incentives, Management, Pay for performance, Performance measures, Transparency
Comments Off on Compensation Goals and Firm Performance
Perk Disclosures: Reminders for Executives and Directors
The SEC recently settled with the former Chairman and CEO of MDC Partners, Inc. for $5.5 million concluding a years-long investigation into his receipt of perks and the related disclosure in the company’s proxy statements. MDC settled with the SEC for $1.5 million in January 2017. Miles Nadal stepped down from his positions on July […]
Click here to read the complete post
Posted in Accounting & Disclosure, Executive Compensation, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Accounting standards, Boards of Directors, Compensation disclosure, Compliance and disclosure interpretation, Disclosure, Executive Compensation, Form 10-K, Management, Misconduct, Perks, Proxy materials, SEC, SEC enforcement, Securities regulation
Comments Off on Perk Disclosures: Reminders for Executives and Directors
Corporate Governance of SIFI Risk-Taking: An International Research Agenda
In Corporate Governance of SIFI Risk-taking: An International Research Agenda, a chapter forthcoming in Cross-Border Bank Resolution (Bob Wessels & Matthias Haentjens, eds., 2017-18), we suggest a framework for examining how corporate governance regulation could help to control excessive risk-taking by systemically important financial institutions (SIFIs) and analyzing how that regulation should be evaluated. Our […]
Click here to read the complete post
Posted in Academic Research, Banking & Financial Institutions, Financial Crisis, Financial Regulation
Tagged Agency costs, Banks, Executive Compensation, Financial crisis, Financial regulation, Risk, Risk oversight, Risk-taking, Shareholder primacy, SIFIs, Systemic risk
Comments Off on Corporate Governance of SIFI Risk-Taking: An International Research Agenda