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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
Court of Chancery’s Guidance on “Credible Basis” Standard for Obtaining Books
The Delaware Supreme Court has held that strict adherence to the procedural requirements of Section 220 of the Delaware General Corporation Law “protects the right of the corporation to receive and consider a demand in proper form before litigation is initiated.” For this reason, a stockholder making a books-and-records demand has the initial burden to […]
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Posted in Accounting & Disclosure, Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Accounting, Books and records, Delaware cases, Delaware law, DGCL, DGCL Section 220, Disclosure, Discovery, Fiduciary duties, Misconduct, Securities litigation, Shareholder suits
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Private Investor Meetings in Public Firms: The Case for Increasing Transparency
What are the consequences if a senior manager of a public firm selectively discloses valuable non-public information (NPI) about the firm (such as details of its next quarterly report) to curry favor with an investor who trades on the information and makes a substantial profit? In theory, they may both be in breach of the […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Securities Litigation & Enforcement, Securities Regulation
Tagged Agency costs, Disclosure, Filings, Form 8-K, Incentives, Information asymmetries, Information environment, Inside information, Insider trading, Oversight, Regulation FD, Reporting regulation, Rule 10b-5, SEC, SEC enforcement, Securities regulation, Shareholder communications, Supreme Court
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Just How Preferred is Your Preferred?
Many financial investors structure their investments in private companies in the form of preferred stock. This instrument provides the investor with a preference as to dividends and liquidation proceeds over other equityholders, typically management or legacy stockholders, who hold common stock. A recent Delaware case, ODN Holding, highlights some potential fiduciary duty complications when enforcing […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Contracts, Delaware cases, Delaware law, Director liability, Dividends, Dual-class stock, Fairness review, Fiduciary duties, Long-Term value, Mergers & acquisitions, Shareholder suits
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Mutual Fund Companies Have Significant Power to Increase Corporate Transparency
A new report released by Public Citizen in its capacity as one of the chairs of the Corporate Reform Coalition shows the significant power mutual fund companies have to increase corporate transparency. The report illustrates what would happen if major mutual fund companies like The Vanguard Group, BlackRock Inc., and Fidelity Investments used the significant […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Disclosure, Institutional Investors, Management, Mutual funds, Political spending, Proxy voting, Shareholder proposals, Transparency, Vanguard
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It Pays to Write Well
In It Pays to Write Well, published in the May 2017 edition of the Journal of Financial Economics, we examine how the readability of corporate disclosure documents affects investors and stock prices. Corporate disclosure comes in the form of accounting numbers framed or accompanied by a substantial amount of text. While earlier research has emphasized […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research
Tagged Disclosure, Financial reporting, Firm valuation, Incentives, Proxy materials, SEC, Transparency
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Sections 204 and 205 of Delaware Corporation Law: Effective Tools to Remedy Defective Corporate Acts
Since they became effective in 2014, Sections 204 and 205 of the Delaware General Corporation Law (DGCL) have provided mechanisms for a corporation to unilaterally ratify defective corporate acts or seek relief from the Court of Chancery to validate any corporate act under certain circumstances. These provisions filled a perceived gap in the DGCL. Prior […]
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Posted in Boards of Directors, Corporate Elections & Voting, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Charter & bylaws, Delaware law, DGCL, DGCL Section 204, DGCL Section 205, Mergers & acquisitions, Shareholder suits, Shareholder voting
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Do Exogenous Changes in Passive Institutional Ownership Affect Corporate Governance and Firm Value?
In our article, Do Exogenous Changes in Passive Institutional Ownership Affect Corporate Governance and Firm Value?, which was recently accepted for publication in the Journal of Financial Economics, we examine whether the increase in passively managed institutional ownership changes the governance of corporations to the detriment of shareholders, or whether index-tracking institutions participate in governance as […]
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Posted in Academic Research, Empirical Research, Institutional Investors, Mergers & Acquisitions
Tagged Agency costs, Board composition, Board independence, Firm valuation, Institutional Investors, Institutional monitoring, Management, Mergers & acquisitions, Shareholder activism, Shareholder rights, Shareholder value
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Delaware’s Fall: The Arbitration Bylaws Scenario
Until recently, Delaware’s dominance in the competition to sell corporation charters was considered so great as to be irreversible. Scholars assumed that if another state were to discover a method to compete effectively, Delaware could simply copy it. But the current threat to Delaware’s dominance comes not from another state, but from arbitration bylaws. Delaware […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Securities Litigation & Enforcement
Tagged Arbitration, Charter & bylaws, Contracts, Delaware articles, Delaware law, DGCL, Forum selection, Incorporations, Securities litigation, Shareholder suits, State law, Transparency
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Private M&A Deal Terms: UK vs. US Markets
The growth of transatlantic private M&A (including private equity) has led to increasing examples of “two nations divided by a common language.” Although many of the core principles of deal making are the same, there are market and cultural differences in the UK and US that participants should understand. We have seen many hours spent […]
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Posted in Accounting & Disclosure, International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications, Private Equity
Tagged Contracts, Cross-border transactions, Deal protection, Disclosure, Insurance, International governance, Legal systems, Mergers & acquisitions, Private equity, Risk, UK
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Weekly Roundup: May 12–May 18, 2017
LTIP-ing Point: Is This the End of Long-Term Incentive Plans? Posted by Nick Dawson, Proxy Insight, on Friday, May 12, 2017 Tags: Equity-based compensation, Executive Compensation, Incentives, Institutional Investors, International governance, Long-Term value, Management, Pay for performance, Say on pay, Stock options, UK What Drives Differences in Management? Posted by Nicholas Bloom, Stanford University and […]
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