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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
- 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
Proxies and Databases in Financial Misconduct Research
Research on the causes and consequences of financial misconduct has exploded in recent years, due partly to the availability of electronic databases that make it easy to compile samples of misconduct events. We identify more than 150 papers that examine financial misconduct based on samples drawn from one or more of four electronically-available databases: the […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, Securities Litigation & Enforcement
Tagged Accounting, Class actions, Disclosure, GAO, Misconduct, Misreporting, Restatements, SEC, SEC enforcement, Securities enforcement, Securities fraud
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Potential Liability for PE Firms When Preferred Stock Is Redeemed by a Non-Independent Board—Hsu v. ODN
In Frederic Hsu Living Trust v. ODN Holding Corporation (April 14, 2017, corrected April 25, 2017), Hsu, a common stockholder (and co-founder) of ODN Holding Corporation (the “Company”), brought suit claiming that the Company’s directors had breached their fiduciary duties to the common stockholders, aided and abetted by Oak Hill Capital Partners, a private equity […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications, Private Equity
Tagged Boards of Directors, Delaware cases, Delaware law, Dual-class stock, Fairness review, Fiduciary duties, Liability standards, Long-Term value, Merger litigation, Mergers & acquisitions, Shareholder suits, Shareholder value
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U.S. Proxy Season Half-Time Update
With peak meeting day in the rear-view window and wrapping up the last of the four busiest meeting days of the year today, more and more issuers are reporting their meeting results—and it’s time to take stock of what the numbers are telling us. Through today and among Russell 3000 companies, ISS has issued recommendations […]
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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Disclosure, ESG, Executive Compensation, Institutional Investors, Say on frequency, Say on pay, Shareholder proposals, Shareholder voting, Sustainability
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Clarity on the “Quasi-Appraisal” Remedy and Post-Closing Claims
On May 11, 2017, Chancellor Andre G. Bouchard of the Delaware Court of Chancery issued another noteworthy opinion, dismissing with prejudice post-closing merger claims in In re Cyan, Inc. Stockholders Litigation. The case arose out of the August 2015 acquisition of Cyan, Inc., a networking solutions company, by Ciena Corporation through a mostly stock-for-stock transaction, […]
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Posted in Accounting & Disclosure, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Delaware cases, Delaware law, Disclosure, Fiduciary duties, Liability standards, Merger litigation, Mergers & acquisitions, Shareholder suits
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Dancing with Activists
We recently released a study, entitled Dancing with Activists, that focuses on “settlement” agreements between activist hedge funds and target companies. Using a comprehensive hand-collected data set, we provide the first systematic analysis of the drivers, nature, and consequences of such settlement agreements. Our study identifies the determinants of settlements, showing that settlements are more likely […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Empirical Research
Tagged Board composition, Board turnover, Boards of Directors, Executive performance, Executive turnover, Firm performance, Hedge funds, Ousting directors, Proxy fights, Proxy voting, Rent-seeking, Settlements, Shareholder activism, Target firms
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Cybersecurity Must Be High on the Board Agenda
Recent global cyberattacks have rudely reminded corporate America that cybersecurity risk management must be at the top of the board of directors’ corporate governance agenda. Companies have no choice but to prepare proactively, while directors must understand the nature of cybersecurity risk and prioritize its oversight. Preparation, monitoring, emergency response, and disclosure are topics that […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications, Securities Regulation
Tagged Board communication, Boards of Directors, Compliance & ethics, Cybersecurity, Disclosure, Risk committee, Risk disclosure, Risk management, Risk oversight, SEC, Securities regulation
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M&A Deal Terms in 2017: What Can Deal Teams Expect?
Britain’s decision to leave the European Union in June 2016, coupled with the election of Donald Trump as US president in November 2016, gave dealmakers plenty of pause for thought last year—but ultimately did little to derail strategic M&A. Encouraged by the post-Brexit decline in the value of sterling and supported by the continuing availability […]
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Posted in International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications
Tagged Acquisition agreements, Cross-border transactions, Deal protection, EU, Europe, International governance, Leveraged acquisitions, Mergers & acquisitions, Taxation, UK
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The Origins of Corporate Social Responsibility
The area of corporate social responsibility is awash in rhetoric. Although most corporate managers and business advisors agree that engaging in socially responsible behavior is the correct thing for businesses to do, few can articulate a strong analytical foundation for this belief. The fact that engaging in this type of behavior may help to make […]
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Posted in Academic Research, Accounting & Disclosure, Comparative Corporate Governance & Regulation, Corporate Social Responsibility
Tagged Compliance & ethics, Corporate forms, Corporate Social Responsibility, Disclosure, Duty of good faith, ESG, Stakeholders
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