-
Supported By:
Subscribe or Follow
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
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
Breaking the Ice: Investors Warm to Climate Change
With the first ever 2 degrees Celsius campaign proposal recently passing at Occidental Petroleum, this post looks at the increasing success of climate change shareholder proposals alongside Proxy Insight data on the subject. Warming to climate change Investors in Occidental Petroleum recently passed a shareholder resolution on climate change reporting. The vote was hailed as historic, […]
Click here to read the complete post
Posted in Accounting & Disclosure, Corporate Elections & Voting, Corporate Social Responsibility, Institutional Investors, Practitioner Publications
Tagged BlackRock, Climate change, Environmental disclosure, ESG, Fiduciary duties, Institutional Investors, Shareholder activism, Shareholder proposals, Shareholder voting
Comments Off on Breaking the Ice: Investors Warm to Climate Change
Weekly Roundup: June 2, 2017–June 8
Decreasing Patience for IPOs with Poor Shareholder Rights Posted by Robert Kalb, Institutional Shareholder Services, Inc., on Friday, June 2, 2017 Tags: Boards of Directors, Dual-class stock, Institutional Investors, IPOs, ISS, Proxy advisors, Public firms, Shareholder proposals, Shareholder rights, Shareholder voting Appraisal Decision Sole Reliance on Merger Price: PetSmart Posted by Gail Weinstein and Brian T. Mangino, Fried, Frank, Harris, Shriver & Jacobson LLP, on Friday, June 2, […]
Click here to read the complete post